World Without XMen
by Michael Weyer
Summary: When the X-Men sacrifice themselves to stop Onslaught, the effects will shift the entire Marvel Universe.
1. Chapter 1

**World Without X-Men**

**By Michael Weyer**

**Marvel Comics owns just about everything. **

**I know I've got tons of other fics but while re-reading that "Onslaught the Complete Epic" books, the idea stuck in my head and I just couldn't get rid of it. All comments welcomed. **

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_I am Uatu. Like the others of my race, I am pledged to observe, but never interfere, in the affairs of others worlds. My chosen planet is the one known as Earth, a world filled with amazing champions who I have come to respect and even…like. _

_There are other Earths, other realities, where much is the same until an event where fate diverges. One world was much like the one you knew in regard to the creature known as Onslaught. When Professor Charles Xavier wiped the mind of his former friend turned foe Magneto, he accidentally took on the man's darker side. That combined with the long repressed rage and feelings Xavier had kept inside himself, giving birth to a monstrous figure of pure psionic energy. This being attacked New York City, a massive assault that culminated with many of Earth's heroes seemingly sacrificing themselves to stop Onslaught. They alone could do is as mutants would not be able to enter his twisted form. The heroes were believed dead by the world when in truth, they were transported to another world created by the powerful Franklin Richards, staying there for almost a year before returning. _

_That is what happened on your world. But on another Earth, the conflict turned out much differently. The X-Men, united with friends and allies who did not take part in the reality you know, were given a different choice. And this is the result…_

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The air over Central Park was thick with ozone as energies of a dozen different types smashed against each other. The final parts of Onslaught's armor had fallen away to expose his true form, a dark purplish light in the form of a man. The wind howled about, tearing at trees as the massive purple form in the center of it all stood slowly. Before the wild light lay the form of the Hulk with Bruce Banner lying next to him, the two separated in their effort to crack Onslaught's armor.

"Perhaps leaving England was not the smartest of moves, comrades," Colossus said as he planted his steel feet into the ground to brace himself against the winds being thrown about. His fellow Excalibur teammates, Nightcrawler and Shadowcat, stood by him and the rest of the X-Men.

"We're X-Men at heart, Peter," Kitty Pryde said. "We can't let them go into this alone."

"The more the merrier," Cyclops said. "As long as we know a way to fight back."

"If there's a way, Nate will find it," Domino said, making sure the clip in her gun was clear, the rest of X-Force backing her up.

Cyclops paused to look around, taking in the scene. The Fantastic Four and the Avengers were standing next to them, also taking in the wild scene. Doctor Doom stood at a bit of a distance, his mask impassive as ever. On the other side of the group was another unlikely ally, Apocalypse, who gazed at Onslaught with what almost looked like awe. At the center of it all was Professor Charles Xavier in his hovering wheelchair, his face more somber than Cyclops had ever seen it. Next to him was Magneto…

No, Cyclops corrected himself. Joseph. It was still strange to think that this young man with the long white hair was the enemy the X-Men had been fighting for so many years. He stared outward with his white hair billowing, taking in the monster he had played a part in creating.

"**Fools!"** Onslaught bellowed, his voice blasting into their minds as much as their ears. **"All you did was free me of my shell! Now…now, I have the power to finally destroy this world!"**

Reed Richards was examining a scanner he held in his hands, his face grave. "He's pure psionic energy now! There's nothing to fight!"

"I don't accept that!" Cyclops yelled. "There has to be a way!"

Next to him, Cable nodded. He was looking quite the worse for wear, his control over the techno-virus within himself weakening and thus the metal parts of his body were growing wild. "He has to be…holding himself tight in order…to maintain form. If we can disrupt that…we could…" He coughed. "Maybe take him apart!"

"**Accept the inevitable!**" Onslaught boomed. **"I am greater than your mere minds can comprehend! I cannot be held by any of your limited minds!"**

"Perhaps not our minds," Joseph muttered. "But perhaps…our bodies…"

Xavier's eyes widened as he took in the words. "He is energy now, held only by his mind. But supply it with a vessel…"

Mr. Fantastic nodded, instantly understanding. "Give him a new physical form we can attack and he can be destroyed."

"Along with the physical body," Jean Grey was quick to point out.

"That…can be supplied."

Before anyone realized it, Joseph began flying toward Onslaught. Blasts of energy ripped at him but the mutant put up magnetic shields to block it, his hands and eyes glowing. "You!" he cried out, a touch of Magneto in his words. "You claim I created you? You say I am responsible for your birth? So be it! Then I shall also be responsible for your fall!"

"Joseph!" Rogue yelled out. "Ya don't have to…"

"I may not remember my past but I know of it," Joseph said. "And whatever the man I once was…I can decide to be the man I am now." His glowing eyes narrowed as he flew forward. "And if that life must end to stop your rampage, monster…than that is a life well spent!"

He flew into the purple body, vanishing with a cry into its form. Onslaught let out a yell of agony, his body flashing hard as Joseph's magnetic energies tore at him from within. He shivered and it appeared his body was fluctuating in itself.

Mr. Fantastic stared at his readings. "It…it worked! There is an effect there." He frowned. "But when Rogue hit Onslaught, he only grew stronger. He should be getting his power from mutants, Joseph should be feeding that…"

"This X-Man…" Doom stated, his own mind, the only one on Earth the equal to Reed Richards, whirling. "He is held inside Onslaught along with your son. If they know what we are trying to do…"

"They could combine their abilities to shift Onslaught from within!" Reed's eyes widened. "They're changing it so mutants can leech off his power!"

"But it is not enough," Doom intoned. "Magneto or whatever name he uses, he alone cannot hold Onslaught at bay."

"Maybe not," Wolverine growled, his feral nature on full as he popped out his claws. "So maybe he needs a little more ammo." He moved in to a familiar position. "Been a while since we did a fastball special, Petey."

Colossus blinked in surprise and then concern. "Wolverine…"

"No time to argue, Russkie!" Wolverine snapped. "Just do it."

Opening his mouth, then shutting it, Colossus put his hand out. Wolverine moved into it, bent low and claws extended. Colossus shot his arm forward, his super-strong steel muscles uncoiling at full strength. Wolverine sailed out, a wicked grin on his face and flew into Onslaught, claws first. Once more, the creature yelled and shimmered with color but did not go down.

"Déjà vu," Kitty remarked to herself. "It's like when you guys died in Dallas." She nodded to Peter. "Only this time, Kurt and I aren't staying behind to mourn you."

Nightcrawler exchanged a smile with Colossus and Kitty. "_Mein Freunds…_it has been an honor."

"Together then, comrades?"

Kitty put a hand into his former love's. "Together," she whispered. He looked down at her with a warm smile, the two sharing regret at time lost but satisfied at going out together. The trio charged in, Nightcrawler teleporting ahead to flash inside Onslaught while Colossus and Shadowcat entered together.

"Reed!" the Invisible Woman yelled out. "We can't let them…"

Mr. Fantastic shook his head. "Onslaught's physiology has been changed, Sue. Non-mutants, even those given powers such as ourselves, we might make matters worse." His jaw was set. "It's up to them."

Bishop cracked his knuckles, his body feeling charged by the energy in the air. "I don't see anyone coming out," he declared. "You realize whoever goes in…it's a one way trip."

"The world is at stake," Storm said, her hands crackling with lightning. "I do not think we can be bothered by details."

Cannonball glanced over to where X-Force was gathered with him. "Ya'll don't have to…"

"Gone too far together to walk out on you now, Sam," Sunspot said, the energies of his bodies sparkling around him.

Meltdown nodded as she created an exploding ball in her hands. "Sure as hell not gonna let you go on your own."

"You're an X-Man, Samuel," Storm said. "It is your own choice."

He smiled at her. "Made it a long time ago, Storm." He kicked in his mutant power, blasting forward in flight toward the purple form. Bishop was next, letting out a blast of energy from his own body. Storm took a final look at the earth around her, breathing in the elements one last time. Then, she flew in to accept her fate. With a loud cry, Sunspot followed, the rest of X-Force following suit. Each entry caused another flash in Onslaught's form as well as a scream of pain.

Cable grunted as he brought himself up as best he could. He took a deep breath as he observed the now flashing form of Onslaught. "Almost done…" he muttered. "Just…one thing…" He spun around and sent out his telekinetic powers at full scale to grab onto a form.

Apocalypse gasped in shock as he felt himself wrenched off his feet. "What?!"

Cable's face was harsh as he pulled, the metal in his body growing more as he put his energy into bringing Apocalypse over. "The last thing I'm gonna do is leave this world to you," he growled. "If I'm going out…I'm taking you with me."

"Unhand me!" Apocalypse tried to fight back but was thrown by how strong Cable's hold was. He realized too late just how much power the man had been holding back in order to keep his body in check. Now, he had no more qualms as he held his hand out. "Congratulation, En Sabah Nur," he said, a smile on his face. "Your last act in your miserable life is going to be helping the world."

He swept his hand out and the ancient mutant flew into Onslaught. The monstrous being screamed even louder, his body flashing more and it seemed bits of himself were sent flying in other directions. With the last of his strength, Cable lunged into the creature himself, vanishing into it.

Nearby, the Avengers watched the process continue, their hearts in pain over seeing such brave sacrifice. "Dammit," Hawkeye muttered. "It just doesn't seem right, Cap."

"I know, Clint," Captain America said, his jaw set. "I know how it is."

The Scarlet Witch was moving close to Quicksilver, her voice low. "Don't."

He blinked at her. "What?"

She held his gaze. "I know you, Pietro. You're figuring out if you can whisk me to the city limits and back in time."

He held a small smile. "And you did not consider using your powers to send me away?"

She smiled back as she reached for his hand. Quicksilver gazed over at the Vision as the android took in their stance. "For what it is worth," he said in a voice softer and more emotional than normal. "I am sorry for how I have treated you in the past." His eyes swept over the Avengers. "All of you."

"Wait, guys-----" Hawkeye began.

"We're mutants, Clint," the Witch interrupted. "This is what we have to do." She and Quicksilver moved forward. He took her in his arms, took in a deep breath and in a blur, they were flying into the monstrous being.

Rogue and Gambit exchanged a long look themselves. "_Chere…"_ the Cajun began.

Rogue put a hand to his mouth and then kissed the palm. "Time for talking is past, Remy," she whispered. "Maybe the next chance we get…"

He offered a cocky grin. "Sure to make the use of it dis time." He sprinted toward Onslaught, charging his cards a final time. With a loud rebel yell, Rogue flew in after him.

Cyclops turned toward Captain America. "As soon as we're in…hit him with whatever you have."

The Star-Spangled Avenger nodded. "Cyclops…I'm sorry."

"The fault is not yours, Captain," Xavier replied as he adjusted the settings on his chair. "In a way, perhaps this is what was meant to be."

Angel landed next to where Iceman and Beast were. "Looks like we're all that's left here."

The Beast shook his head ruefully. "It figures. I escape my evil double and don't even have time for a coffee."

Iceman forced a grin. "Kinda ironic it's the five of us left, huh?"

"Not irony, Bobby," Jean Grey said, putting her hand in her husband's. "It started with us. It's only fitting it end with us."

Xavier stared at the crackling monstrosity he had helped create before turning his head to the five. "This is my own choice. The rest of you…"

"Save your breath, Prof," Angel said, flexing his wings. "We're going with you."

"You gave us everything you could, Charles," the Beast stated. "You taught us how to live with our abilities. You gave us our choices and we're making this one."

Charles looked over to his first and favorite students. "I am truly sorry for all of this…And yet, I have never been as proud of any of you as I am today."

"The feeling is mutual," Cyclops said, smiling. "Charles."

Xavier turned and took a deep breath. "To me, my X-Men."

He set the chair forward, the original five X-Men right at his side, Iceman creating an ice slide as Angel took to the air. The Beast bounded forward as Cyclops opened up with his full optic blasts.

Captain America watched as the last of them vanished within Onslaught and then cried out. "NOW!"

With a loud roar, Thor lifted his hammer, unleashing energies that would ravage the skies. Iron Man fired off his full repulsors from his hands and his chest plate. Reed Richards fired off a cannon he'd been tinkering with for the last several minutes, sending waves of energy into the target as the Human Torch let loose with just short of Nova flames. Even Doom was firing off power from his gauntlets, all centered directly on Onslaught.

Already shaking and glowing from the power within, the monstrous being let out a horrendous scream that echoed throughout the city. It stood still, under assault from the various energies both within and without, the glow of its body growing. In a final blast of air, Onslaught imploded, the blasts of energy creating a whirlwind throughout Central Park. The various heroes held to what cover they could as the wind and the energies within it pulled at them.

Without warning, the effect faded. The wind died, an eerie silence covering the entire area. The center of the park was a huge crater, sparkling with energy and bare…except for one small form.

"FRANKLIN!" Susan Richards cried out as she raced forward, ignoring her husband's outstretched arm. She fell to her knees in the middle of the pit, clutching her young son to her arms and kissing his forehead. "Baby, my baby…are you okay?"

The young boy nodded. "Nate…he told me not to be scared….that it would be okay…He…he said goodbye before…"

Sue hugged him tight as the other heroes took in the scene. "Damn," Hawkeye muttered. "No hesitation….no second thoughts…They just charged right in there."

Thor bowed his head solemnly. "May Valhalla grant them their just rewards."

The Thing glanced about. "Hey, where'd Doom go?"

Mr. Fantastic frowned as he looked around. "I should have known. He probably took scans of the energy being unleashed before teleporting back to Latveria."

"That's a problem for another time," Captain America said. He gazed at the spot where the X-Men had given their lives to save the world and shook his head. "Right now…we've got a lot of recovery work to do."

A coughing got attention as Bruce Banner raised himself up, wincing as he rubbed his back. "Damn," he muttered. He turned his head to see the Hulk lying unconscious. "Whoa…how…."

"Get a containment team down here!" Captain America cried out. "We need to hold the Hulk before he wakes up!"

The Vision was helping Banner up, the man staring in amazement at the Hulk's body. "I can't…feel him in me….This…I'm actually free of him."

"Then maybe there's some good out of this after all," Mr. Fantastic noted.

The other heroes nodded, in the chaos, no one noticing the blue ball Franklin clutched to his chest or the way it shimmered in the light.

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**Next: The Mourning After**


	2. The Mourning After

**World Without X-Men**

**By Michael Weyer**

**The Mourning After**

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The masked man made his way down the hallways of his secret lair, mulling over recent events. The survival of the Avengers was affecting him in unique ways. Part of him wished they had died, particularly Captain America, to soothe his spirit. But another part was happy they survived. It would make destroying them himself even more satisfying.

The question was how to accomplish it. He was doing well with his recruits but knew he needed more to cope with the Avengers' numbers. More importantly, they would be prepared for his attack should they suspect his involvement. While picking them off one-by-one was appealing, it could also tip his hand too quickly. No, he needed something else, something special, to truly catch them off guard…

He was passing by a doorway when he heard voices inside. He looked in to see a dark haired man in coveralls talking to a broadly-built man who sat in the bed, eating a plate of food. "Looks like you're getting some strength back, Josten."

"Thanks, Jenkins," the other man said, sipping some soup. "So, what happened with this Onslaught thing?"

"Well, touch and go but in the end, a bunch of those X-Men guys ended up sacrificing themselves to wipe it out." He snorted. "Figures, he missed Spider-Man and Daredevil…"

"The X-Men gone, huh?" the man in the bed mused. "Damn, guess that means the Avengers have got double the work load with all those mutant threats." A grin came to his face. "Hey, maybe we oughta take up the slack for 'em. Gotta be some money in that somewhere, right?"

The masked man was turning to go when the words struck him hard. He froze in place, his mind whirling about with new possibilities and ideas. It seemed insane at first but one thought soon dominated.

"It…could work. It could…actually…_work_."

Genuine inspiration had illumed Baron Helmut Zemo.

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"I don't freaking _believe_ this!"

Captain America was in the middle of a series of push-ups on the parallel bars in the gym of Avengers Mansion when he heard Clint Barton's yell. He somersaulted down, landing on his feet and making his way down the hallway of the lower levels. He soon came to the target practice area. Hawkeye was there, aiming a bow and arrow at a picture set on a wall that already bore a dozen arrows in it.

"What is it?" Cap asked.

Hawkeye growled as he moved forward, tearing the paper off and thrusting it at Cap. "Pietro and Wanda haven't been in the grave a couple of days and this Graydon Creed idiot is already using them as a boost for his campaign!"

"What did he say?" Cap frowned as he tried to read through the holes in the paper.

"Guy's going on about how Onslaught was a 'cleansing,' that it's a great thing for humanity the X-Men died, spared us the cost of putting them on trial for all the damage Onslaught caused." Hawkeye grunted. "And then he goes on and on about how mutants are all to blame for this, promises as President to change that."

Cap sighed and shook his head. "I don't like his words either, Clint. But, whether we want it or not, the man is a Presidential candidate. He's entitled to voice his opinions."

"Yeah, so was Hitler and you know better than anyone how that turned out."

Captain America shrugged. "We can't worry about him now." He paused as he looked his teammate over, noticing for the first time how Hawkeye was wearing his old purple outfit without the mask. "You're trying out your old costume?"

Hawkeye shrugged back. "Ah, I figured, it was what I wore when Wanda, Pietro and I joined up, I might as well honor them by wearing it." He smiled. "Besides, it's more comfortable than the one I've been going through, never crazy about letting my hair hang out like that."

"Captain." Hawkeye and Captain America turned to see Thor standing in the doorway. "May I speak with you?"

"I'll meet you at the Quinjet," Hawkeye said. "The rest of the team should be ready there." He moved past Thor as the God of Thunder stepped in. He was wearing that new uniform, his hammer tapping in his hand. "Captain…This is difficult."

It was strange hearing Thor speak without what Hawkeye had nicknamed "the Shakespeare talk" in his voice. The man had been through some changes of late but he was still one of the must trusted members of the team. If he wanted to speak, it meant things had to be serious.

Thor took a breath before speaking. "I am afraid I need to take a leave of absence from the Avengers for a time."

Captain America frowned. "Is it serious?"

"As you know, I discovered my father, Odin," Thor said. "He believes that there were forces greater than we suspect behind the fall of Asgard. I have decided that together, we shall attempt to find others of my kind and rebuild."

Captain America nodded. "I understand, Thor. Your people do need to come first." He extended a hand. "If you need any help, just call on us and we'll be happy to come."

"I thank you, Captain," Thor said, shaking the hand. "I am sorry I will not be able to attend the memorial."

"Good luck, old friend," Cap said as the God of Thunder made his way out. Cap took a deep breath and let it out as a long sigh. He was truly feeling his age today. The loss of the X-Men was only the latest in a lone line of blows for him. Nick Fury. Tony. Now, all those mutants. He rubbed at his forehead. The good keep leaving us too soon. And the bad…Well, they keep staying around.

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Pain was the first thing he felt when he opened his eyes. It wasn't as agonizing as it had been the last few months but still there. He let out a growl as he opened his eyes. He took a moment to adjust to the light and become aware of how he was lying in a bed of some sort. He reached up to rub at his face, feeling the all-too-familiar ridges and smooth bone.

Evidently, the Red Skull still lived up to his name.

He winced as he sat up, reaching for his back. "Take it easy, boss," a rough voice came out. "You're not supposed to strain yourself."

The Skull looked over to see a man coming toward him, a broad-shouldered man in a black muscle shirt and dark pants. His entire head was covered by a black mask with white markings resembling a skull.

"Crossbones?" the Skull rasped, his voice sounded strained and parched. "What…how…"

"Easy, boss," the man said, grabbing a pitcher of water and pouring a glass. "Here, this will help." The Skull hurriedly drank the water down, letting it wash into his eager throat. He paused to take a few breaths before speaking. "How…am I here?"

"Well, I knew you were going after that Cube thing," Crossbones said. "Tracked ya down to the army base and found what was left of ya. Thing was…I wasn't alone."

The Red Skull looked around, taking in the room and realizing he was in what looked like a laboratory. The bed he lay on was at the center of an apparatus of some kind, massive electrodes and various devices set about with a large pointed laser device situated over his head. The room appeared bare of anyone besides Crossbones but Skull had the feeling someone was watching.

"Where?" he asked. "And how?"

"The where is one of my central bases in Berlin," a thick accented voice echoed from the doorway. "The how is another matter."

Into the room strode a proud man of a nice height, clad in a dark green uniform, the jacket with a unique buttoned style to it. His hands were encased in black gloves and his bald head gleamed under the lights, as did the monocle in his right eye. His face might have been handsome were it not for the scar along one cheek, as well as the strange blotches pock marketing his appearance.

"Wolfgang?" the Skull blurted.

"_Guten tag, _Johann," Baron Wolfgang von Strucker, Supreme Leader of Hydra, stated, bowing his head. "I am glad the process rebuilt your mind faster than my scientists had hoped."

"You…did this?"

Strucker nodded. "You arranged for my resurrection. I thought it past time to repay that debt." He waved at the apparatus around them. "The shadow you left behind still retained some essence of the Cube's energies. That, combined with your DNA profiles, allowed my scientists to restore you to your proper human form." He smiled at the Skull. "Welcome back to the land of the living, my friend."

The Skull's eyes narrowed. "We've never been friends, Wolfgang. Comrades in the Reich, yes, but not friends. Why go to all this trouble for me?"

Strucker stepped forward, the sound of his boots on the metallic floor echoing. "As I said, partly to repay a debt. But also…I believe your insight might help regarding some…information I recently discovered." He removed a folder from behind his back and tossed it onto the bed.

The Skull took it with curiosity. "What is this?"

"My agents in Moscow were going through some recently unearthed warehouses formerly kept by the KGB," Strucker explained. "We came across something I believe would be of great interest to you."

The Skull frowned as he opened the folder and began to page through its contents. He stopped at a photograph before flipping through it faster. He gazed up at Strucker with wide eyes. "Is…is this true?"

Strucker smiled. "I thought this would get your attention."

"_Mien Gott_," the Skull muttered. A smile slowly came to his face, making him look even more hideous. "When Rogers learns of this…"

Strucker rolled his eyes. "Honestly, Schmidt. Six decades and you still haven't let this grudge go?"

The Skull sniffed. "Says the man who makes tormenting Fury his life's mission."

"Touché," Strucker acknowledged. He stepped forward. "I know an alliance between us will be tenuous to say the least, Skull. You cannot follow me anymore than I can follow you. But we do share the same goals. The world has experienced a major change and thus grants us a great opportunity."

The Skull thought about it silently for a few moments before nodding. "Very well." The smile returned to his face. "Perhaps it is time we revived old ties after all."

Strucker made a matching smile as he extended a hand. "Here's to German reunification."

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As he watched the two shake hands, Crossbones couldn't help smiling at the thought of how much havoc they were going to cause.

The crowds had gathered larger than expected. Central Park had mostly recovered from the attack of Onslaught but was now filled with thousands of people. They all faced a large podium that stood before a large shape covered with a tarp. On the stage, the Avengers and the Fantastic Four had gathered alongside the Mayor of New York and various other city officials. The people in the crowd appeared subdued, several wearing black armbands with an "X" insignia. Others held up signs saying things like "Long live the X-Men" and "Thank you."

Peter Parker adjusted the focus of his camera before taking a photo of the crowd. It had been a while since he'd done freelance work but he got into it with little difficulty. He was clad in jeans and a dark jacket over his shirt and it still felt weird for him not to be wearing his Spider-Man costume under his clothes. _Never realized just how much that stuff really chafed._ He was content letting Ben take over for a while but with the baby coming, he needed a little extra cash. Luckily, J. Jonah Jameson was still willing to pay for photos and he figured the memorial service would be a great opportunity.

He was adjusting the view again when he saw a familiar figure nearby. He was a tall man with dark hair dressed in a nice suit. A cane was held in one hand and dark glasses covered his eyes. Smiling, Peter made his way over. "Hey, Matt."

Matt Murdock cocked his head and turned to face him. "Peter?"

Peter raised an eyebrow. "I figured you'd be able to tell right off."

"You and Ben have the same heartbeat and voice," Matt pointed out. "That makes it a bit trickier."

"Don't remind me," Peter muttered. He looked around the crowd. "Man, didn't expect this big a turnout."

"I guess people wanted to honor their sacrifice," Matt stated. He felt a bit uncomfortable and Peter guessed his radar sense was being overwhelmed by the mass of people around him.

Peter sighed. "Still hard to believe. After all they've been through, all of them gone like that. Wolverine…" He smirked. "I always figured that guy could survive anything."

Matt seemed to study him. "Something's wrong, Peter. What is it?"

Peter smiled softly. "Sure you're not a mind-reader?" Matt kept staring at him and the smile faded. "It's something…weird."

"With you saying that, it must be," Matt joked.

Peter didn't smile back. "They were going through some of the buildings wrecked by Onslaught in the warehouse district. They found something in a smokestack. A skeleton clad in a Spider-Man outfit."

Matt was taken aback. "What?"

Peter nodded. "It's the same smokestack I put Ben in, when I thought he was dead. The same one he was supposed to have woken up in."

Matt frowned. "But…"

"Yeah," Peter said, troubled. "If that's the body I dropped off…Then how was Ben able to come back?"

Matt bit his lip. "Peter, I'm not going to try and understand this but…Are you absolutely certain you are the clone?"

"We did the tests together. Ben's friend, Seward Trainor, helped us out."

"I know but…could there have been a mistake of some kind? An error in the main data?"

"I thought it was real," Peter said, uncertain. "But now…"

"You want my advice?" Matt said. "Go to Reed Richards. If anyone can figure out the truth about your DNA and who's who, it's him."

Peter scowled. "It'd mean having to explain the whole damn mess out."

"You can trust him, Peter, you know that."

Peter shrugged. "Why not? Best to get it out in the open." He looked up to where the Mayor was walking to the speaker dais. "Looks like they're starting." He moved to the side to aim his camera as the ceremony began.

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The Mayor's speech was shorter than expected but still emotional. He did the usual: talked of the strength of New Yorkers and how they would survive, the heroism of the common firefighters and policemen, the challenges of rebuilding. He finally turned it over to Captain America who took the podium with his amazing charisma. He gazed out at the crowd before beginning to speak, without any notes, simply from the heart.

"They were born different than us. They were gifted…and, in some cases, cursed…with abilities far beyond those of others. This made them targets of derision and scorn from many. But one man had a dream. A dream that one day man and mutants could live together in peace, as one species. That man was Charles Xavier and his dream is why we are here today.

"The X-Men have been called many things. Outlaws. Terrorists. Monsters. But last week, they proved to the world they were what many of us already knew. They were men and women willing to sacrifice themselves to save others, even those who did not want their presence. They gave all they had for this planet. Their powers, their courage…and their lives. Without them, none of us would be here today."

"You're right!" a voice cut through the crowd. "Because if it weren't for those freaks, none of this would have happened!"

Many turned to see a entourage start to push through the crowd. At the front was Graydon Creed, his handsome features marked in a smirk, his suit as immaculate as ever. Behind him were several handlers as well as two dozen people bearing anti-mutant signs. Cameras zoomed in as the man moved toward the stage.

"These mutants nearly destroyed this city," Creed called out in a booming voice. "And we're actually going to honor them? That is a disgrace to the good _human _people who had their lives wrecked by these monsters!"

"I don't believe this idiot," Johnny Storm muttered.

"Lemme at that crumb!" the Thing growled, getting to his feet. Mr. Fantastic was quick to hold him back, wrapping an elongated arm around Ben Grimm's torso. "Easy, Ben. The man's a Presidential candidate…"

"And he'll be President of the local emergency ward!"

Creed turned to face the crowd, his hands extended. "Time and again, these mutants have pushed their powers into our lives. Last week, it nearly destroyed New York. What will it be tomorrow? Washington? Chicago? We need to keep our world safe, for our generation and our children to come!"

"And how will you do that?" Captain America called out. He stepped down from the podium, carefully walking toward Creed. His face was calm but his eyes showed a burning anger that he was doing his best to hold back. "By making them register themselves? By rounding them into camps? It was wrong in Germany and it was wrong when we did it to the Japanese-Americans as well. Forcing people away because of how they were born is not what this country is supposed to stand for. They have rights…"

"Human rights," Creed sniffed. "That's what it says in the Constitution, God-given rights. These freaks aren't human and they have nothing to do with God, they don't belong."

"And who's to judge what makes you human?" Cap demanded. His words rang over the park as cameras zoomed in on the meeting. "These 'freaks' you go on about sacrificed themselves to save this world, mister. They could have run but instead, they stood and fought and died so you could live on. That sounds like the epitome of humanity to me."

Creed shook his head. "They don't belong. Not to America, not to our world and this proves it. And if you stand by them, after all the destruction they've wrought…Well, that just makes you a traitor, not only to your country but to your entire race!"

A stunned silence went over the crowd at that bold statement. Even some of Creed's own followers seemed thrown at him saying that right to Cap's face. Creed just kept his smug grin up…right until a Styrofoam cup of soda smacked right into his face. He sputtered as he wiped at himself, glaring out. "Who the hell…?"

An elderly man stepped forward, his face hard. He wore a light jacket and pants with a cap whose markings identified him as a European war veteran. "Mister," he spat out in a voice that still had strength. "You can run your mouth all you want. That's your right, the right me and my buddies fought and died for. But there's no way I'm going to let any man call Captain America a traitor!"

Loud yells of agreement echoed as the crowd moved forward, anger in several faces as loud yells came out. "Get outta here, Creed!" "This is a funeral, for crying out loud!" We're honoring folks who saved us!"

Creed appeared jarred at this, not anticipating the crowd being so pro-mutant. He glared at Captain America and pointed. "This isn't over. When I'm elected, it'll be a new world for all of us!"

Cap stared him down without blinking. "Maybe. But right now, we're honoring the people who made sure we'd have a world at all."

"Mr. Creed." They turned to see the Mayor at the podium, his own face hard. "I'm going to ask you to leave. This is a solemn affair and I won't have you turning it into a political circus. You can leave now…or I'll have you escorted away." The look on the Chief of Police made it clear he'd be only too happy to have Creed and his people dragged out in cuffs.

Creed gave Captain America one more glare as he began to back away. More people groused angrily as he walked off, but Cap was glad to see no violence seemed to be coming. The Mayor moved toward a rope attached to the large tarped object. "Ladies and gentlemen," he called out to cut through the tension. "This special memorial was created by noted sculptor Alicia Masters, who, working with a team of volunteer artists, has given us a lasting tribute to the men and women who gave their lives to save us all."

He tugged the rope and the tarp fell away to reveal a large stone wall, under twenty feet tall. Marked in the stone were the faces of each of the X-Men with names underneath, each sculpted excellently coming out of the rock. At the top was carved a simple sentence:

"_**In memory of the dreamers who gave their lives to save all humanity…and the hope that humanity be worthy of their sacrifice."**_

Applause grew at the sight of the memorial, growing larger into cheers. Looking out into the sea of faces, Captain America saw nothing but gratitude and adulation of the mutants so many of the public had derided. He couldn't help but smile softly as he looked to the memorial. _For today at least…and hopefully many days afterward…You're recognized as the heroes you always were._

_**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**_

Night had fallen but there were still hundreds of people in the park before the memorial. Candles were now lit before the memorial with several college students organizing a bunch together into a large X. Some took photos of the memorial but most were content to just stand there and take in the amazing structure.

No one took notice of the man who stepped close toward it. He wore a long trench coat over a nice suit, the brim of his hat pulled low. If one looked closely they could see grey hair poking out over the collar and a face that seemed older than it should have been. His eyes were dark and misty as he slowly walked the length of the memorial, taking in each face.

He stopped before that of Charles Xavier. He reached out to stroke his fingers along the relief of that face and bald head and sighed. "Ah, Charles," he softly said in a voice filled with pain. "I always knew I'd be standing on your grave one day, old friend. I never wanted it, but it has happened at last." His lips tugged upward in a sad smile. "Throwing yourself into the abyss without a second thought…That was always your way, Charles. You were a dreamer but never quite a planner." The smile faded. "And now, already, they are ready to forget what you and your people sacrificed yourselves for."

He paused before speaking again. "Despite everything that happened between us, I always respected you, Charles. I still considered you a friend. I hope you knew that. I regret we could never come together as we could have. The things we might have done…" He shrugged. "But that is the past. The future is what matters. The future for our people."

He looked at the stone face before him. "Don't worry, Charles, I won't go on some murderous rampage. I realize that playing into their fears is exactly the ammo they need. But I will make certain our kind has a future, one free of the fears of persecution and death. Your dream will come true, my friend, I promise. It'll simply be on my terms." He turned away sadly. "Good-bye, Charles."

He began to walk down the wall, pausing at one image. It was Quicksilver and the Scarlet Witch, the two posed together as they had been when first joining the Avengers. The man felt his eyes growing moist as he took the image in. "I am sorry I could not be a true father to you both," he whispered. "But simply know that you both made me very proud at the end. I wish had told you that sooner."

The man broke away to walk down to the end of the wall. He stopped at the sight of Joseph, staring at that familiar face. "I do not know who you were, boy, or why you look like me. But I thank you anyway. Because of you, my name is seen more as a hero." He lifted his face to the sky as he walked off. "Now…I will become one to our people."

He walked to the nearby trees, vanishing from view. As soon as he knew no one was watching, he lifted himself up along the lines of the atmosphere and began to float upward. The X-Men were gone and nothing could be done to change that. Now, it was time for the true Magneto to ensure the future of mutant kind.

**XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX**

_Next (providing there's enough interest)…_

_Ben Riley and Peter Parker. _

_For months, they have believed the former the true Spider-Man, the latter a clone._

_But in the wake of new revelations, they're out to discover the truth…_

_Only to find secrets that will rock not only them but the rest of the Marvel Universe. _

"_The Clone Truth" part 1, coming soon. _


	3. The Clone Truth part 1

**World Without X-Men**

**By Michael Weyer**

**My apologies for the delay, had a computer crash that threw me off. All comments welcomed.**

**The Clone Truth part 1**

* * *

"Stop wiggling."

"I'm not wiggling."

"You're wiggling."

**"**You're a stubborn bastard, you know that?"

"You're really just insulting yourself, you know."

Peter Parker rolled his eyes upward at Ben Reilly. He was hanging onto the back of his clone, clad in the Spider-Man costume, as they swung high over Manhattan. It was a crisp and beautiful day in New York, the type of day Peter always loved to take to the skies. Apparently, Ben shared that feeling as he easily fired lines between skyscrapers to swing them along.

"Why so nervous?" Ben asked, his voice a bit muffled by the mask. "You did this for five years on your own plus the memories of earlier times."

"That was when I had reliable powers," Peter retorted. "The last thing I want is to be swinging between buildings and my agility goes out."

"Not to mention doing it without a costume calls attention," Ben pointed out. "Maybe you can whip together an outfit to blend in."

"Oh, yes, because the Scarlet Spider costume just screamed high fashion."

Ben smirked under the mask as they swung about a building toward Four Freedoms Plaza. Even in a city filled with unique structures, the headquarters of the Fantastic Four stood out, the huge "4" carved on each side marking it on the skyline. "I hope they're in," Peter said. "I'd hate to think we came all this way and they're dimension-hopping or something."

"That robot secretary said they're in," Ben stated. "I just hope they can help."

"Matt was right, Ben. If anyone on the planet can figure this out once and for all, it's Reed Richards."

"I know but we already went through the data."

"Which could be flawed."

"Seward didn't think so."

"You really trust him?"

"I do," Ben intoned, glancing up at Peter as he fired off another line. "He helped me a lot, Pete. He was my only friend when I was on my own, he helped give me focus. That he could have been wrong…or worse, lying to us…it's hard to take."

"We have to know, Ben," Peter pointed out. "It's what we should have done in the first place, get a second opinion."

Ben nodded as they swung upward and then landed onto the roof. Peter gratefully let go, happy to have his feet on solid ground once more. "So, you see a bell to ring?"

Before Ben could reply, a series of panels opened and a half-dozen cannons of various types rose up. The whine of energies built up filled the air as the cannons targeted the duo.

"Man, I miss Spider-Sense," Peter muttered as the weapons seemed to close in on the pair.

* * *

It was tricky finding a remote control to fit Ben Grimm's bulky hand. The oversized device rested in his orange rocky palm as the thick thumb scrolled through the channels in the main living room of the apartment, stopping at a newscast.

_"-And in political news, it appears that Graydon Creed's Presidential campaign has taken a severe hit. Recent polls indicate Creed's outburst as the X-Men Memorial service has backfired as he has fallen as much as twenty points in some states. Also, it sounds that Creed's campaign has lost several volunteers, some citing how uncomfortable they felt with the candidate's strong anti-mutant rhetoric…"_

"Good fer the people," the Thing grumbled. "Last thing we need is that idiot in office."

"What's the big deal?" Johnny Storm asked as he came up behind the couch, clad in jeans and a dark t-shirt. "Not like you can vote anyway. You have to be able to read the ballots."

"Very funny, matchstick," Ben snorted. "At least I know who the last few Presidents were."

"Hey, I know Franklin, he's on the hundred."

The Thing was rolling his eyes when a loud alarm began to blare. **"Warning. Intruder alert. Two unauthorized persons on rooftop."**

The two were instantly moving, Johnny pressing a panel to open a doorway on the wall, showing a tunnel. He leapt into it, transforming into flame as he flew upward toward a roof hatch. Ben was right behind him, taking an express elevator lift hidden nearby. The two emerged onto the roof to take in the sight before them.

Three of the cannons were in ruins, another with its large barrel bent upward. Peter was tied up in what appeared to be a large bola while Spider-Man leapt about, avoiding the bolts of energy thrown at him by the remaining two cannons.

The Thing and the Human Torch looked at each other, then back at the two men. "Would it kill ya to just once ring the bell for the novelty of things?" Grimm asked.

* * *

To outsiders, Reed Richards' lab was a study in contrasts. It was large in size, taking up two levels and a large part of the top floors of the building. But it seemed smaller as it was so crammed with technologies and equipment. Most of it was tidy and orderly but other parts were a mess with instruments whose purpose no one besides their inventor could figure out.

Reed himself stood at the main computer console, his arms extended long to work a pair of keyboards, his neck stretched to look at a monitor ten feet away. "How's it look on your end, Bruce?" he called out.

Bruce Banner checked his own screen. He was wearing light slacks and a shirt with the collar unbuttoned, eyes narrowing behind his glasses as he checked the readouts. "I think we got it. It appears that it wasn't a full-scale mutation but rather an overlap of the alien force on her own DNA."

"So it can be reversed?" Reed looked at the main monitor which had a side-by-side comparison of two images. One showed Janet van Dyne, better known as the Wasp, in her human form. The other showed her in the bizarre alien form she had transformed into after being attacked by a crazed Tony Stark months earlier.

"I think so," Bruce nodded. "Tricky but doable."

Reed let his neck and limbs return to normal. "Thanks for helping, Bruce. I couldn't have gotten this far without you."

"Hey, I know all about being trapped in a monstrous body," Bruce replied. "I'm happy to help Janet out. Plus, it gets me out of that military lab."

"How are things?" Reed asked with concern. "Really?"

Bruce let out a breath. "It's…different. I've been so used to feeling the Hulk in me and without that…"

"Are you sure he's gone?" Reed pressed.

"Well, the other day, a tech spilled coffee on me and the base is still standing," Bruce dryly said. "So it looks like he's out of my system and in solid form after the Onslaught attack."

"He's still sedated?"

"Pumped with enough drugs to knock out Los Angeles daily," Bruce confirmed. "They're still discussing what to do." He sniffed. "Personally, I'm all for throwing him into a rocket and blasting him into deep space."

Reed frowned. "I don't know if that's called for…"

"Reed, I lived with that thing for years. I know what it can do. The further away from Earth, the better." He sighed. "At least with me in there, there was always a modicum of control or a check. Without that….I don't want to think of what could happen if it somehow gets out."

Reed took notice of how Bruce referred to the Hulk as "it" instead of "he." Before he could reply, the door opened and Susan Richards entered, a white coat over her uniform, holding a tray. "I'm hoping that one way you don't take after Reed, Bruce, is how you'll ignore food while you work."

"Actually, I've been working up a good appetite," Bruce said, taking the sandwich on the tray with pleasure. "Thanks, Sue."

She glanced to her husband. "How's it going?"

"I think we may have cracked it," Reed said with confidence. "It's not like Ben with the DNA transformed on a level nearly impossible to reverse."

"I'm still confused by it," Bruce said. "I wasn't around but it seems odd an energy attack by Tony's armor could have mutated her so dramatically."

"It might have been influenced somehow by Kang's energies," Reed mused. "There's still a lot of that we need to find out."

"Hey, Reed?" The trio turned to see Johnny and Ben entering with Spider-Man and Peter behind them. "We got visitors."

Reed smiled. "Spider-Man, good to see you again. And Mr…Parker, right? What brings you both here?"

The two exchanged glances. "It's…kind of complicated," Peter said. "And, well….personal."

"Maybe I should go, then," Bruce said, rising from his seat.

"Actually, maybe stay," Spider-Man intoned. He looked to Peter. "Another mind can help."

Reed frowned. "If this is really serious, you can trust us. Believe me, we can keep a secret."

The two looked at each other for a long moment and then nodded. The costumed figure reached up and pulled off his mask. Despite the shock of blond hair, the stunning similarity between the two men was clear. "It's…sort of a long story," Ben began.

* * *

It actually took less than forty-five minutes for Peter and Ben to detail the entire sordid affair, from that high school experiment all the way to the revelations by Seward Trainor as the Fantastic Four and Bruce Banner listened in rapt attention.

"Wait a minute," Johnny said, holding up a hand. "You mean all these years, Jameson has been paying you to take photos of yourself?" He laughed. "Oh, man, that's brilliant! How come I never thought of that?"

"Who'd pay for it?" the Thing snorted.

"Oh, says the guy who'd only get offers from Ripley's."

"Boys," Susan said. She looked over toward Ben and Peter. "I always suspected you were young but in high school when we first met?"

"He was voted most likely to achieve," Ben said. "Or I was."

"That's why we're here," Peter said. "We need to know, one way or another and I figure if you can't tell us, Reed…"

Mr. Fantastic nodded, his face showing the whirring in his mind at the idea. "I'm more than willing to help, of course. It sounds like whoever this Seward is, he may have made mistakes in the study."

"Let's get started now," Peter said. "I just need to make a quick call first."

* * *

Mary Jane Watson-Parker had been to Four Freedoms Plaza before as a tourist but never gotten past the main guest spots. She couldn't help but tap her toe as she rode up the elevator, doing her best to keep calm. Her hand stroked at her swollen belly as she knew any worries might upset the baby. She brushed back her long curly red hair as the elevator came to a stop and the doors opened to reveal a smiling Sue Richards. "Mrs. Parker? Welcome to Four Freedoms Plaza."

"Thank you," Mary Jane said as she exited. "Sorry, carrying a bit of a load here."

"I know how it feels," Susan smiled reassuringly. "Come in, we can get something to eat. Reed is still working the tests on your husband and Ben."

"They told you," Mary Jane stated.

"Don't worry, we'll keep it secret," Susan said as she led the way to the kitchen. She got out a carton of milk to pour a glass, handing it to a grateful Mary Jane. "How are you handling this?"

"It's…hard," she sighed. "I was sure Peter was out of it totally, his powers gone and now…" She shook her head. "Part of me is hoping the tests are still right and he's not the real one because then he wouldn't be obsessed with keeping at this."

Susan gave a soft smile. "I understand how it is. There are days I also worry about our life and all."

"It's Peter," Mary Jane said as she sipped her milk. "He told you why he does this, right?"

Susan nodded. "His uncle."

"It wasn't his fault," Mary Jane sighed. "It wasn't but he keeps bringing it on himself so much. It's what I fell in love with, that man who's willing to do whatever it takes to help out others." She smiled softly. "But it also makes it so aggravating to stick with him."

"I know all about that," Susan laughed. She rubbed Mary Jane's arm. "He has you and the baby. That will bring him to earth, trust me." She smiled. "It's okay to worry but no need to let it consume us."

Mary Jane smiled. "Thanks, Susan." She felt oddly better as it had been far too long since she could unload like this to another woman.

"I just wish I had known about you a while ago," Susan stated. "We've got a nice support group that gets together, discusses things like this. You'd fit right in."

"I'd love that," Mary Jane smiled as the two continued to chat, feeling more at ease than she had in weeks.

* * *

The beginning of the night chill was starting to crawl over the city, blowing over the docks. The armor lining of his costume prevented Baron Helmut Zemo from feeling most of it as he paced along the empty pier. "Are you sure he'll be here?" he called out.

"I gave him the call," Abner Jenkins, aka the Beatle, replied. He was out of his heavy armor and wearing jeans and a dark shirt under a leather jacket, the wind blowing at his hair. "He's reliable. Well, most of the time."

Zemo shook his masked head. "I am still not sure of this."

"We've worked together before," Jenkins insisted. "He's cocky and has an attitude but hell, same with the Fixer. We could use a guy like him if you intend to have this work right."

Before Zemo could reply, a new wind picked up, a whirlwind that blew harder than the gusts from the ocean. There was a blur and a figure appeared before them wearing a dark costume, mostly black with red boots and streaks of red and yellow on his chest, goggles over his eyes attached to the full cowl. "Hey, Abe. Been a while."

"James," Jenkins nodded back to Speed Demon. "Wasn't sure you'd be taking my call."

"Ah, been pretty dull lately," the speedster answered. He glanced at Zemo and frowned. "Whoa, Abe, since when did you go Nazi?"

"It's not like that," Jenkins quickly said. "Zemo's putting something big together and I thought you'd have a good place in it."

Speed Demon bit his lip. "I don't know, Jenkins. The Sinister Syndicate fell apart and really not that crazy on joining a new Masters of Evil."

"If you don't have the commitment, then you can leave," Zemo snapped. "I simply thought you might be interested in taking part in a plan that will not only net us great wealth and greater power…but win everyone involved a respect they have lacked for most of their lives."

Speed Demon studied him and slowly nodded. "Okay…Okay, you got me interested." He crossed his arms. "So what's the scam here?"

Jenkins smiled. "Sanders, old buddy…We are going straight."

* * *

Peter and Ben sat next to one another in the lab, both looking over at the computer consoles were Reed and Bruce were furiously going over the data. After two hours of extensive scans and tests, they were taking a break while the scientists went over the data. "What are you thinking?" Ben asked.

Peter was quiet before speaking. "I'm thinking of stuff we should have been thinking about for a while now."

"Such as?"

"Just who the Jackal really was."

Ben frowned at him. "What do you mean?"

Peter scratched his neck. "Miles Warren was a sad, pathetic old guy who convinced himself he was in love with Gwen. He snapped when she died and took on the Jackal thing to recreate her. That's what he was, just a sad old man wanting something he never had in the first place. Suddenly, he's a lean and mean psycho with plans to wipe out the human race and replace them with clones?" He shook his head. "There had to be something more than that."

Ben nodded. "I've been thinking the same thing. I chalked it up to how things seem to have gotten so much crazier since I wore the costume but now…You're right, something always seemed off about the Jackal but things happened so fast, I couldn't concentrate on that."

"Maybe that's just what someone wants," Peter intoned, his face darkening. "Maybe someone else has been playing us for a while."

"That's a long line of suspects," Ben pointed out. "Mysterio?

"Nah, too complex even for him," Peter said. "Besides, no way his ego would allow him to keep out of the spotlight this long."

"Ock's dead," Ben muttered, stroking his chin. "Of the rest of our usual goofballs, no one who has the smarts of the resources for something like this. Not anyone alive that is."

Something about that tugged at Peter but before he could follow it, Reed's voice cut through the air. "Peter? Ben. We have it."

The two exchanged a long look before rising to their feet and heading over to where Reed and Bruce were standing by the consoles. Reed was next to a set of monitors which featured the stream of data he and Bruce had been working on for the last half hour. "We've triple-checked the results," Reed began. "I have to say, the comparisons are truly fascinating, the way whoever did this replicated not just your basic DNA but your powers as well. It was an amazing piece of work, just examine the dual patterns of-"

"Reed," Peter cut in. "Can we just cut to it? No build-up, no softening us, just….say it."

Reed glanced from one man to the other and took a deep breath. "The similarities are close but the genetic code giveaways are clear when we studied them." He glanced to one man. "Peter…You are and always have been the true Peter Parker. Ben, you're the clone."

A long silence went through the room at the pronouncement. Peter let out a huge breath he didn't know he'd been holding, rubbing at his head. "Holy crap," he whispered. "Just…wow…I mean, I had hoped but…"

For his part, Ben felt a surprising weight lifted off his shoulders. After so many months feeling guilty over the pain of taking on Peter's life and the responsibility with it, discovering the truth was almost a relief. It was hard but then, he'd spent five years dealing with being a copy of a man. Finding out it was still the case wasn't as hard to deal with. He focused on the present as he looked at Reed. "You said, 'whoever did this.' What do you mean? Warren had help cloning me?"

"We're saying it wasn't Warren at all." Bruce's pronouncement was met with confused looks from Peter and Ben. The scientist turned around to type on the keyboard and a window opened to show a photo of Warren and the man's biography. "Miles Warren. A top genetic researcher, near the top of his class before joining New York University where he spent the next thirty years teaching biology and doing private research." He looked to the others. "Nowhere in his biography is the slightest indication he was smart or capable enough to pull off something like full-scale human cloning."

Ben frowned. "He claimed to have taken the research of an assistant of his, Anthony Serba."

"Right," Peter agreed. "Who he ended up killing by accident, turned him into the Jackal."

Bruce shook his head. "That still doesn't explain how a man who never put out so much as a single published academic paper could find a way to clone a human being perfectly, in record time, do massive genetic reengineering on his own makeup and continually create cloned creations of various types. That's not to mention the sheer amount of equipment he'd require to do all of this and surviving explosions and the like." He shook his head. "I don't know who was behind this but whoever it was is not only a genius but, quite frankly, ahead of the curve when it comes to this sort of thing."

Reed nodded in agreement. "As I was telling you, the genetic trademarks are remarkably advanced, more so than the most cutting edge research. You'd need decades to get this good, not just a few years on and off."

Peter frowned. "That doesn't make sense….If it wasn't the Jackal, then who did it?"

Reed shrugged. "Someone who has a lot of brilliance and a lot of dedication."

"And a mad-on for us," Ben intoned as he glanced at Peter. "Never a good combination." His double had to nod in agreement at that.

* * *

Johnny stopped as he entered the kitchen, taking in the sight of Mary Jane with Susan. "Oh, you gotta be kidding me," he muttered.

The two women looked up, startled. "Johnny?" Susan asked.

Her brother waved at Mary Jane. "You're telling me that geek I picked on in my brief college excursion ended up married to one of the hottest models of all time? What does he got that I don't?"

"Should I start with the 'A's?" the Thing smirked as he opened the refrigerator to get a beer.

Johnny glared at him. "Laugh it up, ugly. The only models interested in you are in the 'before' pictures for Weight Watchers."

"Least they got brains, instead of the bimbos you date."

"Don't knock it, at least I find some fun."

"Ain't your mind any of those gals go for either, Matchstick."

"Thank God for that, I'd be ruined if they did."

Mary Jane looked to Susan. "No wonder you're such a good mother, you had plenty of practice."

Susan was laughing when without warning the wall nearby exploded inward. Instinctively, Susan created a force field around the table, protecting herself and Mary Jane from the shattering glass and pieces of plaster mixed with the flames that billowed out. The redhead still cried out, startled, as she nearly fell out of her chair but with a speed that belied his size, Ben Grimm caught her.

Johnny saw an object flying in and threw out his arm, firing a trail of flame to strike it. It erupted into a fireball but Sue's invisible force field continued to protect them. Johnny was about to flame on when another object flew in toward him. It was a globe the size of a softball with some odd markings on it. It burst open a few feet from Johnny to let out a spray of a thick substance. Johnny gasped as he was knocked back, the substance spreading and started to harden like cement to pin him down. He grunted as he pushed at it. "Some sort of retardant in it…can't flame on…."

The door to the kitchen burst open as Peter, Ben, Reed and Bruce all raced in. Ben had pulled his Spider-Man mask on as Peter raced to Mary Jane's side. He grunted as he bounced off the invisible field. "Mary Jane!"

"Peter!" she gasped out. Reed was moving to Johnny to try and pry the hardened substance off him. "It's okay, hon," Peter said, seeing Susan holding out her hands and figuring out what happened.

Reed looked to the Thing. "Ben, get Susan and Mrs. Parker to safety. Someone must be after us and better they're not here when they come back-"

"After you?" a high-pitched voice echoed. "What makes you think I'm after you, Mr. Fantastic?"

Ben, Peter and MJ all froze in horror as they heard the voice. "Oh, God," Peter whispered. "It can't be…"

They all looked up as a figure appeared outside the ruined window, striding a small glider with sharpened wings and a battering ram head marked by sharp ears. The figure was clad in a garish costume, a scaly green bodysuit with a purple vest and shorts, purple gloves covering his forearms and a long-tailed purple cap. His face was marked by a huge grin, the plastic ears sharp and his yellow eyes gleaming with triumphant madness as he bounced what looked like a small pumpkin in his hand.

"Peter, Peter, pumpkin-eater, had a wife and could not keep her…" The Green Goblin let out a cackle as he took in the group before him. "What? No hug?"

_

* * *

_

Norman Osborn. Harry Osborn. Their names have been linked together in the face of Spider-Man's greatest foe.

_Which of them lies under the mask? Or is it either? What connections have this Goblin to the true face behind the Spider-Clone?_

_The search shall lead to new answers…Ones that will shake to the core Peter Parker and Ben Reilly…and the fate of many they know. _

_"The Clone Truth Part Two" coming soon. _


	4. The Clone Truth part 2

**World Without X-Men**

**By Michael Weyer**

**The Clone Truth part 2**

* * *

"That's it!" The Thing yelled as he moved to the hole in the wall. "Nobody trashes our house and gets away with it!" He paused and frowned. "Well, okay, we get guys doing that once a week but still…"

The Green Goblin hurled another pumpkin bomb outward and instinctively, the Thing punched at it. It blew open, spraying the same adhesive binding the Torch onto his fist. "Aw, now ya did it, crumb!" the Thing growled as he marched forward. "I was gonna have video games with my nephew tonight and ya just spoiled it!" His other hand flew out to smash at the Goblin, who was taken aback by his move. He managed to dodge out of the way, sending the glider backing up into the open air outside the hole.

Ben was already moving, firing a web to attack to the glider and letting himself be pulled outside. "I feel it only fair to warn you," he called out. "Everyone who wears that costume ends up dead."

"You'd know, having caused it!" the Goblin hissed as he pitched the glider at a hard angle, trying to sweep Spider-Man off. He held tightly to the line, twisting his body to avoid smacking into a building. "Listen, pal," Ben said. "I've been having a really bad year so I'm not in the mood to spend the next few months playing the 'who is the new Green Goblin' game. So, tell me, who are you? Distant Osborn cousin? Norman's secret offspring?"

"You know who I am, Ben," the Goblin said as he twisted the glider in the air, trying to throw Spider-Man off. "You and Peter know me and know how I'm going to destroy you!"

"Well, you definitely have the calm Osborn mindset down," Ben intoned as he twisted about, gripping the line to propel himself upward. His feet smashed into the Goblin's face, knocking him back. His boots were locked into the glider so the craft flew upward, throwing Ben back. He managed to twist around, firing a line to latch onto a building and swing back toward Four Freedoms Plaza. His Spider-Sense blared in time for him to turn around and avoid the pumpkin bomb thrown at him which exploded against another building. "Seriously, do you guys just leave little 'how-to' manuals on being a total psycho with this gear?"

Back at the Baxter Building, Reed had arrived on the scene, his long arms extending toward his lab even as he looked over Johnny. "Sue, get the Parkers to safety!" he called out. With a nod, Susan began pushing them toward a nearby doorway as she activated a panel on the wall to access one of the many special hiding places the FF had in case of times like this. Peter was shaking his head. "No, I'm staying here."

"Peter," Reed started. "Your powers are stabilizing but-"

"Peter, listen to the smartest man on the planet," MJ pressed. Susan was brooking no argument, creating a force field to push Peter into the room, pressing the panel to shut the door before he could argue.

Reed's arm returned from the lab holding a container that resembled a fire extinguisher. "This should do it," he said, spraying it onto the substance covering Johnny. Instantly, it began to crack before melting away, Johnny sitting up to brush it off. He looked at Reed in curiosity. "You just happened to have a solution to an instant fire-resistant adhesive lying around?"

Reed blinked, as if the answer was obvious. "Yes." He moved to spray it onto Ben. Johnny was already on his feet and moving to the open wall. "Flame on!" he yelled as he leapt out, turning into fire and flying out.

It didn't take long to find the battle as Spider-Man was avoiding a blast of electricity from the goblin's gloves. "Okay, buddy, now I'm mad!" Johnny yelled as he fired a blast of flame that scorched one of the wings of the Goblin's glider. The man gasped as the glider rocked to the side, barely managing to hold on. Ben had landed on the side of a building, his feet stuck to the wall as he threw out his hands and sent webbing to catch the glider. Grabbing it, he yanked and sent the glider spinning about, the Goblin falling out of it.

"I got him!" the Human Torch yelled as he flew downward. He reached forward, the flame extinguishing from his hands as he closed in on the Goblin. The masked man threw out his hand, firing another blast from his gauntlet. Johnny instinctively leapt back as the Goblin continued to fall.

There was a blur of red and blue as Spider-Man streaked past him, his arms extended. He fired off lines of webbing to catch the Goblin, one at his waist, the other at his legs. With ease that came from years of practice, Spider-Man cut off one line and reached behind him to fire webbing toward the nearest building as his other hand grabbed both lines. "Okay, let's just get you down, get that mask off and…"

Snarling, the Goblin reached to his belt, unhooking a pumpkin bomb and throwing it up. With Spider-Sense buzzing, Ben reacted on instinct, twisting about, the hand holding the lines to the Goblin coming loose. The bomb exploded just as it passed him, the shockwave knocking him back, causing him to lose his grip on the other line. He spun around, his head reeling from the explosion as he fell.

Johnny Storm realized he had a choice: Catch the Goblin or Spider-Man. He also realized it wasn't much of a choice at all as he flew down, dulling the flame in his hands in order to catch Ben. The man moaned, trying to get his thoughts back in order as they flew. "Where…where is…"

Johnny looked down and winced. "You don't want to know."

"Gotta see him," Ben said as he recovered. "I have to see who it was…"

Johnny was unsure but the desperation in Ben's voice won him over. He flew down to where the Goblin's body lay in the middle of the street. A crowd had gathered but backed up as the two heroes landed, Ben unsteadily getting onto his feet. They looked at the body, which had landed flat on its back, the limbs twisted at dark angles, his head bent to the side and a pool of blood forming beneath him.

Johnny looked down as he let himself flame out. "Damn, that had to hurt." He frowned as Ben knelt next to the body. "What are you doing?"

"I have to know," Spider-Man answered as he reached up and pulled up the garish mask. He and Johnny both stared in disbelief at what lay underneath. The face was marked with scarring, veins and sinews tangled together, one eye milky white. Yet the hair was the same as was most of the features, unmistakably those of Norman Osborn.

"This…is getting freaky," Ben noted. He looked up at Johnny. "Reed?"

"Reed."

* * *

"No."

"Come on, you haven't even…"

"No."

"I came all this way…."

"No."

"Damn, you are one stubborn son of…"

"Yes."

The two men walking through the streets of Harlem were an interesting pair. One fit the neighborhood well, a black man standing six feet tall with a well-chiseled body, clad in jeans, a tank top and a cap on his bald head. His colleague was shorter but also in good shape, white skinned and blond-haired wearing stylish slacks, jacket and vest. Despite their odd pairing, the two seemed to gel well together and got looks of respect from the residents they passed.

"Luke, it will work," the blond-haired man insisted. "You know things are going to escalate with the X-Men gone, new threats and all that. We can step up and help out."

"Plenty of teams who can do that, man," the black man stated in a bored tone. "Why'd they need us?"

"We've got skills others don't."

"True. But come on, it ended so badly before…"

"We both got wrapped up in our own problems then. Today, it's different."

"Danny Rand, I love you as my brother from another mother. But a new Heroes for Hire?" Luke Cage shook his head. "I just don't know 'bout it."

"You can't tell me you wouldn't like the extra cash."

"Says the millionaire." Luke shook his head. "Danny, it was good for its time but guess what? So was my afro. Things change, move on."

"Luke, we've both been through tough times lately," Danny went on. "This…this is a way for both of us to get back to what we do best and give back to the world a little more. It won't be just us, we can expand it. Misty and Colleen will jump for this and I know a lot of others we can recruit. It'll be a business but we won't be mercenaries, we can choose who to help and how to do it, our own terms. We can really do some good, Luke. The world needs as many heroes as it can get. You want to deny it that?"

Luke peered at him. "You've been practicing this in the mirror, haven't you?"

"Preparation is the key to victory."

"Throw all the fortune cookie sayings you want, pal, it ain't-" Luke's words were cut off by a huge rumble that both men recognized as an explosion. They whipped their heads around to see a pillar of smoke rising from a nearby office building. Luke was already running to it, brushing past the people running from the source of the chaos. Luke pulled ahead to run toward the office building, a more upscale addition to the neighborhood with a bank on the lower level and a large shopping center next door. People were running fast from it as Luke charged in, throwing his cap aside.

One wall of the bank had been caved inward as if smashed by a truck. The interior was a mess, furniture tossed every which way and shattered apart. Luke could see the large vault door in the back, a hulking metal disc at least three feet thick. It lay on its broken hinges like it was simple wood, torn right off. Luke had a sinking feeling about this and it was confirmed as four figures exited the vault, each carrying sacks of money. They were all huge men, muscular and clad in a variety of form-fitting costumes with masks, one carrying a huge ball on a chain while their leader held a crowbar in his hand.

"Well, lookie here, boys!" the leader called out. "Seems someone wants ta see about messing with the Wrecking Crew!"

Luke shook his head. "Damn, do they even bother locking you guys up anymore?"

"Funny guy," Thunderball said as he spun his ball around his head. "Let's see you laugh this off!" He threw it out, sending the ball with enough force to smash a human being to pulp. Instead, Luke caught it in his hands and yanked, pulling a startled Thunderball off balance. Luke then threw the ball over his shoulder, letting it smash into a nearby wall. Thunderball was frozen in surprise, allowing Luke to race forward and punch him across the jaw, knocking him to the floor.

"Aw, crap!" Bulldozer groaned. "Don't you guys recognize him? It's Power Man!"

"Ain't gone by that in a while," Luke growled as he cracked his knuckles with the sound of thunder. "But that ain't gonna stop me from taking on anyone messing with my neighborhood."

Piledriver grunted as he lunged forward. "Still four ta one, Cage!"

"Wow, you guys finally picked up some education in the joint? Good to see the prison system's improved since I was inside." Cage easily sidestepped the blonde-haired powerhouse and slammed his elbow into the back of his head, stunning him. He saw Bulldozer charging forward, head bent down to show his helmeted head bearing down. Most people would have ducked but Luke instead slammed down his feet, creating holds for himself as he put his hands forward. He grunted as Bulldozer slammed into him with massive force, pushing Luke back, the floor cracking as he was shoved back but able to hold his own. He twisted the helmet to toss Bulldozer off-balance and punch him down.

He turned just in time for the Wrecker to smash his crowbar into his head. A normal human's skull would have been caved in but Luke still felt his head ringing from the mystical object. Knocked off-balance, he was unable to properly dodge as Thunderball used his recovered chain to send his ball smashing into his back. Luke grunted as he was knocked to his knees, the entire Wrecking Crew ready to pound him down.

A blur of motion filled the air and each member of the Crew felt themselves knocked back by a succession of blows and kicks. Standing before them was a figure in a form-fitting green martial arts gi with yellow slippers and a yellow sash around his waist. His head was covered by a yellow hooded mask and the top part of his uniform was open to show a snake-like emblem on his chest.

"Iron Fist?" the Wrecker gasped. "I thought you two lovebirds broke up!"

"Consider this the reunion special," Iron Fist said as he launched another attack, his feet smashing into Piledriver's head, striking perfectly at nerves. He dodged a blow to strike a kick at the Wrecker's jaw, knocking him back. Thunderball moved in only to feel his chain yanked back, turning in time for Luke to smash him with a punch that sent him reeling. At a rushing sound, Luke turned to see Bulldozer once more charging at him. Without hesitation, he moved to the side and Bulldozer raced right by him, his helmet smashing into Thunderball's stomach. The man let out a huge gasp as he was sent flying back into Piledriver, all three landing in a heap.

Luke shook his head. "I can't believe you fools still fall for that."

The Wrecker growled as he lunged at Iron Fist, who ducked his swings. "I'm gonna pulp ya to mush for that!"

Ducking a swing, the martial arts master drew his right hand back as he concentrated, centering his body, mind and spirit. He felt his inner _chi _flowing, coming together quickly as he clenched his fingers together. His right hand glowed and crackled with energy as Danny Rand put all his focus into it, turning his hand into a thing unto iron. With a loud cry, he threw the fist out, smashing it directly into the Wrecker's jaw. He was rocked shock-still, frozen in place, his bar still held with both hands over his head. Then, slowly, he fell backward, landing in an unconscious heap on the floor.

The two finally noticed the sound of sirens just as a pack of police officers in SWAT gear and large rifles burst in. "Stand down, Code: Blue!" their leader, Lieutenant Marcus Stone, called out as he took in the scene. "Get those special restraints up here!" As the officers were quick to obey, Stone nodded to Luke and Danny. "Guess you two had it all in hand."

"Actually more like the fists," Luke smirked as he slapped Iron Fist lightly on the back. "Gotta admit, that felt good."

His friend smiled at him. "How good?"

Luke looked at him, pursing his lips. "Heroes for Hire, huh?" He paused for a moment in thought, then shrugged. "What the hell? Someone's gotta keep your fool ass from getting killed."

"You won't regret this, Luke," Iron Fist said as they stepped out of the bank where a crowd and various reporters were already gathering.

"One thing," Cage stated. "I ain't wearing that damn metal tiara again, so just count that out."

"But it always brought out your eyes…"

"Danny…"

* * *

"Ya know, stretcho," the Thing was saying. "I find it just a bit disconcerting that ya got a fully functional medical examining station in here."

The Fantastic Four, Ben, Peter and Bruce Banner were all gathered in the lab as scanners ran over the Goblin's body, which lay in the center of a large apparatus. The police had naturally wanted the body but Reed had convinced them to let him take the first examination. Bruce was checking a nearby console as the scans continued.

"What, the door to another dimension is perfectly fine but this freaks you out?" Ben asked. "Geez, Grimm, your standards are still amazing."

"Just don't like having corpses in the same spot where I crash," the Thing grumbled. "And don't even think of planting a fake body in my bed, matchstick."

"Saving it for April," the Human Torch smirked.

Peter was serious as he stepped toward the console. "It can't be him. I mean, not the real him. I saw him die."

"We both did," Ben agreed. "He got impaled on his own glider, you don't just walk away from that."

"I see no signs of any wound," Reed noted as he looked over the nearly naked body. "In fact, no signs of scarring at all and that includes the usual wear and tear a human body gets over age."

"There is something in his bloodwork," Bruce noted as he looked over some readings. "I'm looking at serious anomalies here, not unlike Peter and Ben's blood."

"That'll be the formula he used to give himself the strength," Peter noted.

"No…it's something else." Bruce adjusted the scanner and peered closer. "Wait…the traces here are just like in Ben's blood…"

"A clone?" Ben said, startled. "He's a clone?" He let out a sigh of relief. "Thank God, was terrified he somehow came back to life again."

"A clone of Norman Osborn, sent against us as the Goblin…" Peter straightened up. "That's it. I've had it. For a year now, somebody has been jerking us along and I've had enough."

"You and me both, bro," Ben agreed. "It's time we finally found who's doing this and shut him down once and for all."

"There might be something here," Bruce said, pointing to a flashing point on the scanner's outline of Osborn's body. "In the cortex of the brain is what appears to be a viewing device. It's been recording data and also seems to be receiving a signal, directing actions while sending back what the clone saw and heard."

"Can you backtrack the signal?" Peter eagerly asked. "Find the source?"

"Already done," Bruce said. He brought up another screen, showing a map of upper New York State with a flashing point near the Adirondacks. "It's a small town upstate, called Havenworth."

"Well, that name's a tip-off," Ben said. "The more charming name, the nastier it really is."

"Hmmm…." Johnny looked over Bruce's shoulder at the readout. "Yeah, I see it now. It's right next to the little sign saying 'this is a trap!'"

"It doesn't matter if it is," Peter said. "We're going."

"Peter?" Mary Jane gaped at him. "You can't! Your powers…."

"Actually, our scans indicate your husband's powers are back and at full potential," Bruce intoned.

Reed nodded. "Whatever happened that caused your powers to fade, it's apparently faded. I'd surmise the basic radiation in your blood was too complex to be completely obliterated, merely muted and the cells have regrown since. It faded back and forth but it looks like your powers are now fully stable."

He and Bruce became aware of the glares they were getting from Mary Jane and Sue. Ben rolled his eyes upward. "Two geniuses and yer dumber than me when it comes to women."

Peter turned to Mary Jane, sighing. "MJ…I have to do this. Whoever is behind this, they're not going to stop, they're not going to leave us alone. I have to find out the truth, hon. For us." He rubbed her belly. "For her."

"Her?" Mary Jane smiled. "Think it's a girl?"

"Holding out hope," Peter smiled.

Mary Jane shook her head. "I can never talk you out of these things." She kissed him lightly.

"You'll need an outfit," Ben pointed out. "You can't just go in as yourself."

Johnny grinned. "Hey, I've got an idea…"

"Oh, no!" Peter pointed at him. "The last time I let you whip up something for me, I ended up in one of your old costumes with a paper bag over my head and a "kick me" sign on my back!"

Ben smiled. "Wow, would have liked to have seen that."

"Don't worry, I got pictures," Johnny told him.

"You need our help?" Reed asked. "We can have our vehicle there in-"

"No, thanks," Peter said. "Really appreciate it but we have to do this on our own. It's personal. As for a costume…" He took a deep breath, trying not to meet Mary Jane's gaze. "I have something."

* * *

If there was one thing life had taught Mortimer Tonybee, it was that it was cruel.

It had been that way since he was a child, when his mutation clearly showed and his warped body made him the butt of cruelty. It had been that way when he was abused as Magneto's flunky and through more defeats than anyone should have suffered. Now, sitting in the back of a federal prison van with manacles clamping him down to the walls and a collar about his thin neck, the mutant known as the Toad was forced to reflect once more on how the world was out to get him.

Oddly, he felt rather insulted by the fact that there was only one guard in the back of the prison van and he didn't even seem to be paying attention to him. True, he wasn't in the class as Mystique or Sabretooth but surely the leader of the last incarnation of the Brotherhood of Evil Mutants deserved more concern. Instead, the man simply sat reading a newspaper, his gun at his side.

"I suppose asking for a coffee is out of the question?" the Toad piped up, more to break the monotony than expecting an actual answer.

"Only another hour to the Vault, Leapfrog," the guard answered in a bored tone.

"Toad!" he screeched, a glob of thick saliva dripping from his mouth. "I'm the Toad!"

The guard smirked. "And that's supposed to be an improvement?"

Toad was opening his mouth to speak when the van shook. The guard dropped his paper and reached for his gun but before he could draw it from the holster, the van jostled up and down, as if some force was shaking it like a child's toy. The guard was slammed against the wall as the van lifted upward and turned upside down before being shaken again. Ironically, Toad's shackling kept him from being shaken the same way. The van bounced again and Toad was given the rather delightful sight of the guard smashed up and down several times, each with a satisfying cracking sound from his body.

The van turned itself upright and settled back on the ground, the guard moaning in a heap on the floor. There was a loud creaking sound as the metal door seemed to pull inward before being ripped off its hinges in a way Toad knew quite well. Still, his eyes widened in shock as an all too familiar figure in a cape, armor and domed helmet stepped into the van. "Hello, Mortimer."

"Ma…" Toad caught himself before he could say "master." "Magneto?" He let out a short laugh. "I knew it. Somehow, I knew you were still alive."

"It's best the rest of the world does not for the time being," Magneto replied as he looked at his former companion. "Let us make this clear now, Mortimer. I don't really like you very much, that was never a secret. The last thing I want is the sniveling, pathetic sycophant you were." He shrugged. "But your recent actions, while not effective, have shown far more backbone and initiative than I gave you credit for. Thus, I believe a second chance may be warranted." His eyes narrowed. "But I would advise not to waste it."

Toad swallowed. "Whatever you want, I'm there."

"Good." Magneto held out his hand and in seconds, the shackles were lying on the ground, letting Toad rise. "Come. We still have more to recruit before we can make our new Brotherhood known to the world."

As he once more followed the Master of Magnetism out the van, Toad had to reflect on how sometimes life could throw a favor your way after all.

* * *

The two figures were silent as they made their way over the streets of the small town, firing off webs to swing between lampposts and doing their best to keep out of sight in the night. Neither had said much as they landed on a rooftop to scout the territory. The silence was finally broken by Ben's voice. "Well…it's very slimming."

"Shut up," Peter snapped, instantly sorry about his sharp attitude but his outfit added to his mood. He was clad in a costume almost totally black with a white spider insignia on the chest and back, white eyeholes and white marks over his fists. "I promised MJ I'd never wear this again."

"They why'd you keep a copy around?"

"Well…never know when it might come in handy," Peter shrugged.

"I can't say I blame her," Ben stated. "After fighting that Venom freak, I wouldn't want a reminder of him around either."

"Sometimes, you have to just roll with what you got," Peter sighed, flexing his muscles to adjust the webshooters under his wrists. He also checked the band around his wrist, a screen with a light flashing toward the warehouse at the far end of the street. Night had fallen, almost no one around, even for a small town, this was pretty quiet. "Reed's scanner indicates the signal's coming from there," Peter said as he nodded toward the warehouse.

"Maybe we should have accepted some help after all," Ben told him. "Going in blind may not be the smart move."

"And since when have we let that stop us?"

"Great point." Ben sighed as the two began swinging toward the building. "How are you feeling?"

"Back to shape," Peter said. "Nice to have them back under control."

"Not what I meant," Ben said. "I know how it is to spend time thinking you're not a real person. Don't get me wrong, Pete, I'm happy for you, I am. I made peace with being a clone a long time ago but I know how jarring it can be."

Peter sighed. "I won't lie, it was hard. But I've got MJ and a baby on the way…it was almost a relief to give it all up, try a normal life."

Ben snorted. "Come on, Pete. Normal? That passed us by a long time ago. It's our lot in life, better accept it."

"Guess it could be worse," Peter stated.

"Yeah, whoever cloned me could have decided to have fun and make me a girl."

"Spider-Girl. Thanks so much for that image." The two landed before the large warehouse doors, both alert. Peter slowly reached for the handle only to have the doors open with a loud rumble. "Yeaaaah, getting the trap vibe big-time here."

"Let's not disappoint," Ben said as they both marched in. The warehouse was almost pitch-black so they made their way carefully, Peter's costume letting him blend in better than Ben. "All right, we're twenty steps inside," Ben said, his voice echoing in the chamber. "Isn't this about the time laser cannons and electrified cables come at us?"

"Spider-sense is quiet," Peter remarked as they stepped forward.

"Dare I say too, too quiet?"

"Dare you may."

At that instant, lights ignited around the warehouse. The two were on guard immediately only to see it was no real threat. Instead, the lights illuminated the walls, showing huge tubes the size of people, some empty but others filled with forms encased in green liquid. Computer terminals rested along each tube, which seemed connected to each other and massive batteries behind them. A platform rested at the far end which housed a huge screen and computer of its own.

"Oh, crap, this looks familiar," Ben groaned as he looked around. "Welcome to Clone Mart, open 24 hours, 7 days a week, including holidays."

Peter's scientific side was intrigued as he walked about, looking at the tubes. Most of the forms appeared inhuman, twisted around, one looked like a blob of protoplasm but another seemed familiar. He leaned in and his jaw dropped behind his mask. "Holy shit."

Ben followed his gaze, staring at the figure in the tube, the rotund body with a bowl haircut, the glasses gone but face unmistakable. "Doc Ock?"

Staring at the figure of Otto Octavius behind the tube, Peter shook his head. "What the hell? Someone's making a clone of him?"

"Actually," a voice spoke from behind. "The clone is the one who's buried in a miserable plot right now. That there is the original Doctor Octopus."

Peter and Ben whirled, both thrown by how their Spider-Sense didn't alert them to the man behind them. He stepped into the light, a man in his 50's with a graying beard, clad in a dark jumpsuit. "Hello, Ben. Peter. It's good to finally see you both again."

"Seward?" Ben stared. "Seward, what are you doing here?"

Seward Trainor adjusted his suit as he looked at the two men. While Ben was thrown, Peter was alert enough to see differences in the man he'd met before. He wasn't as severe, almost serene even but underneath was an air of menace and a darkness that Peter recognized as belonging to someone with a huge secret. "I had planned to keep myself quiet for some time still. That Norman clone was meant to be my way out, a new figure to blame this all on. But recent developments have forced me to show my hand. Ah, well, perhaps it's better this way."

"Seward, what are you talking about?" Ben demanded. "What is this place? How are you involved in this?"

The man smiled but it was without warmth, although there was a dark mirth there. "Seward Trainor, Benjamin, has been dead for a long time. His is only one of the many faces I've worn in this little drama. But now, it appears the time has come to put all facades aside."

As he spoke, he began to change. He grew taller in height, the suit morphing into a black steel uniform with a cape that seemed to segment into spiked edges. His head was surrounded by a bold blood-red collar and a red star appeared on his chest. His face changed, the beard receding and the color of his skin going completely white. His head appeared almost angular with a sharp chin, black hair brought to a widow's peak cut and his eyes were red and without pupils. At the center of his forehead rested a bright red diamond.

His dark lips curled into a smile as he took in the two startled Spider-Men. "Allow me to finally introduce myself, gentlemen. Nathaniel Essex. Or as I am more properly known…_Mister Sinister."_

* * *

_For a century and a half, he has walked the Earth, seeking the secrets to creating life. _

_For a decade, he has secretly been manipulating the world of mutants. _

_How has this warped geneticist entered the lives of Peter Parker and Ben Reilly?_

_And how will his final secrets shake their world?_

"_The Clone Truth Conclusion," coming soon. _


	5. The Clone Truth Finale

**World Without X-Men**

**By Michael Weyer**

** Apologies for the long delay here, a bit of writer's block handling this. I know some may have nitpicks but considering how the entire Clone Saga was such a horrendous mess, trying to come up with a logical explanation for it all is daunting and hope I achieved that. All comments welcomed.**

** The Clone Truth Finale**

* * *

"Mister Sinister?" Ben asked. "We're being threatened by a guy who sounds like a Duran Duran album?"

Sinister smiled thinly. "Your wit has improved in our time together, Ben." He turned to walk down the aisle of the warehouse. "This is a well-known situation to you both, gentlemen, the denouement. Which means I'll be talking up a long streak." He turned to make his way toward a nearby computer monitor.

Ben leaned toward Peter. "Move now?" he whispered.

"Let's wait and find out more," he twin responded. "Besides, been too long since I heard a good villainous monologue, kinda missed it."

"Where to begin?" Sinister mused as he typed on some keys. "I suppose my own history is a fair start. I was born in the 19th century in England…"

"Oh boy, settle in, this is gonna be a long one," Peter whispered.

Ignoring the interruption, Sinister continued. "Long before anyone even knew what DNA or genetics were, I was interested in the creation of life. I was obsessed with the building blocks of the human race, how to harness and create a higher form of man. It was due to this quest that I made a bargain, to extend my life and my own abilities. I won't bore you with the details…"

"That's a relief, you were boring enough already," Ben quipped.

Sinister glared at him but went on. "For some time, I have been studying the mutant genome, believing that is the key to unlocking the secrets I need to create a new race of men." He sighed. "Sadly, with the X-Men no more, I must turn to other forms of material." He turned and smiled. "Fortunately, I had another experiment to fall back on."

"Which, I'm guessing, is us," Peter stated.

"Indeed," Sinister stated as he adjusted some instruments. "I have established several identities across the world over the decades, all designed to get an eye on the cutting edge of genetics. One such identity was Seward Trainor and in the course of my work, I met the good Doctor Miles Warren." He keyed the screen to show an image of the man as Peter had known him in college. "A rather bright man but lacking in the true insight needed to unlock the potential in DNA growth. That was until I gave him a slight…push."

"How?" Ben demanded.

"As you can see, changing my form is a trick I learned a long time ago," Sinister explained. "My role as his assistant, Anthony Zerba, allowed me to substitute my work into his clumsy calculations, allowing Warren to believe them to be his own." He shook his head. "I honestly had no idea it would be so effective, that man truly believing he could unlock the secrets of cloning where even Reed Richards hadn't."

He seemed to take no notice of how Ben and Peter were slowly spreading out but neither hero was foolish enough to think Sinister was unaware of them ready to attack at a moment's notice. The man continued to talk, the image shifting to a blonde-haired woman both men knew all too well. "The elderly professor falling for the young beautiful coed. A cliché to border insult. Turning it into an obsessive love was all his doing, I can assure you. But his transformation into the Jackal….Well, I do have to admit playing a major role in that."

"Which is where the whole Jackal thing comes in," Peter surmised.

"Precisely," Sinister confirmed. "A benefit of Warren's mental collapse following poor Ms. Stacy's death, the man barely realized it when I took samples from his own skin…"

"Oh, please don't say it," Peter groaned. "Please, please, please do not tell us…"

"And created a clone of Dr. Warren…"

"What did I just ask? Seriously? Did I not just ask for that?"

Sinister tapped a button to show a series of images on the screen of a body growing from a shapeless blob into the form they knew of the Jackal. "I must admit it was not as perfect as I'd hoped for. I captured the brilliance Warren possessed but the cloning process also warped his thinking, transforming him into the rather disturbed individual he would become. It's rare I make a mistake but I realized the one I made when the clone struck out, killing the true Warren and attacking me as well. Of course, it worked out in the end…"

"Because the clone thought he was the real Warren," Peter figured out. "And then became the Jackal."

Sinister nodded. "Correct. From there, his warped plan of revenge took hold, never realizing he was not the true Warren despite the fact he was suddenly more lithe and powerful than a man of his age. Believed dead, I was forced to pull back into the shadows and watch from afar for him to embark upon his, quite frankly, insane little scheme."

"Pot on line two," Ben muttered.

Sinister ignored them as he tapped the computer, bringing up images of a skeleton in a Spider-Man outfit. "I watched that final conflict from afar, noting the creation of a clone of Peter and the bombing that took care of that particular version of the Jackal."

"And then you arranged for me to be taken from the smokestack," Ben surmised.

Sinister faced them, his lips in a thin smile. "Oh, Ben, Ben, Ben. You still don't realize it, do you? You were never in that stack at all. You were already being created in my lab."

Both Spider-Men stared in disbelief. "Um…what?" Ben finally asked.

Sinister brought up more images, one Ben knew too well as him in a lab with the Jackal, lying in a table as the twisted man programmed him. "You were the last of the clones created, Benjamin. The culmination of my work, free of the degradation that marked Kaine and the others. A true work of art from a biological standpoint. You deserved more than just being discarded and I ensured it would be that way." The image turned to Ben leaving in robotic movements and the Jackal's shape transforming into Sinister.

"Son of a bitch," Peter whispered. "All this time…it was you."

Sinister nodded. "Correct. I sent Ben into the world, to see how he would react. Think of it, a clone of a metahuman given his own life, his own free will, the possibilities were endless. Posing as a kind friend and scientist was a good way to keep up appearances and check in on the progress of the experiment."

Ben was visibly shaking and Peter had to put a hand to his shoulder to keep him from striking out. "And Kaine?" he asked, trying to keep Sinister talking.

The man smiled. "Well, every experiment needs a catalyst. Deliberately scarring one clone and filling him with a rage against you led to quite a few interesting developments."

"He killed at least twenty people!" Ben yelled.

Sinister simply shrugged. "Every experiment has its casualties."

"And the new Jackal? The one we just fought?"

"Ah, now that is interesting," Sinister intoned. "It seems my clone, believing himself to be the genuine Warren, decided to create his own clon. However, as you should know, a copy of a copy is never a good thing even without the genetic tinkering, hence the second Jackal's, ah, shall we say, bizarre style." He shook his head. "A world of clones, honestly, who does such a thing?"

He shrugged as he adjusted a sensor on his console. "I should really thank you for taking care of him, saved me the bother of discarding that misfire myself as well as Kaine."

Peter looked to the body in a tank. "What about Ock here?"

"I ran into him during my research," Sinister stated. "The way he could manipulate his arms from far distances was something I wished to look into, the possible benefits quite appealing. I replaced him with a clone, not quite as intelligent as the original, as evidenced by his going so far to save young Peter here." He smiled. "Having Kaine kill him was quite the unexpected wrinkle but worth noting to my work."

"And how about Seward's daughter?" Ben pressed. "She a clone too?"

"Of course not," Sinister scoffed as if it was obvious. "She and Trainor had been distant even before his…unfortunate passing. That distance just grew greater and I fear took a toll on the poor girl's psyche. Her taking the arms was an unexpected move as was all that virtual reality nonsense I had to put up with. I sadly had to…disabuse her of the notion of her father still being alive."

"You killed her," Ben flatly said. "Like you killed the real Seward. Was he ever around or was it always you?"

"Me," Sinister said flatly. "I apologize for my long absences but I was distracted by the rise of the X-Men and long-term projects I had invested in. But I kept abreast of your progress and rather impressed at how well you turned out."

"How…well…" Ben's eyes narrowed behind his mask. "You did all this…you made our lives a living hell….destroyed who knows how many others…for what?"

Sinister seemed confused by the question. "Science, of course. The future. No sacrifice is too small for-" The rest of his words were cut off as Ben leapt forward to smash a fist into his face. "And away we go," Peter sighed although he could hardly blame his twin for the anger.

Sinister winced as he rose. "I do regret this, Ben. Truly. But with the X-Men gone, I must change my plans for experimentation. This requires me to discard old projects…which means you and Peter must go." He pressed a button nearby and a loud roar rumbled through the room, coinciding with the Spider-Sense of both men going on high alert. From the walls around them came a slew of very familiar metallic appendages. "Oh, for crying out loud!" Peter yelled as he leapt over a pair. "Ock wasn't bad enough, you had to clone the freaking arms too!"

Ben flipped over a swinging pair, firing a web line to push off another. "We're still coming after you, Sinister!"

"I have little doubt," Sinister stated with the thinnest of smiles. "But the inevitable cannot be fought."

* * *

Even for summer, it was cold in this part of Canada. The wind blew across the chilly fields, light frost at night. One would find snow if they went further up the mountains but few dared to try on a dark night such as this. It barely affected the burly figure as he made his way to a dark spot where the ruins of a cabin lay. There was evidence of a fire long ago, the few logs left showing burn marks while most of the interior had been gutted by wildlife and the elements. The figure sighed as he reached the spot, dropping the large sack he was carrying. He pulled back the hood to let the mane of dark blond hair whip around his feral face.

Opening the bag, he pulled out a six-pack of Canadian beer. Popping the lid off one bottle with his sharp teeth, he spat it out before taking a long sip. He looked at the cabin and shook his head. "Hate the fact I wasn't the one to put you in the ground, runt," he growled. "But dammit…I think I really am going to miss you. Only guy who ever gave me a decent fight, hate losing that."

Finishing the bottle, Sabretooth threw it aside before cracking open another to continue his silent memorial.

* * *

"You know, I gave up a perfectly promising career in professional wrestling to do this," Peter intoned as he twisted in mid-air to avoid a pair of arm strikes. Ben was trying to avoid his own attacking arms, firing a web line to swing upward. Sinister was standing nearby watching it all with the same interest of a lab worker watching a rat in a maze. "Hmmm…you two have lasted much longer than I expected."

"All that time studying us and you just realized our skills now?" Ben snapped. "Just what was your ultimate plan, anyhow? Just keep watching in secret?"

"Actually, I had more in mind," Sinister dryly replied as if he wasn't watching a major battle taking place around him. "That Osborn clone was meant to be improved with some memory implants to convince himself he was the true Osborn resurrected. From there…well, that was rather interesting as I would have had him go to his own devices. Letting a clone go on, perhaps mental damage, but still interesting to see the results…"

"Will you shut up!" Ben snarled as he grabbed one arm. "Stop treating our lives like some experiment!" He threw it aside, the arm smashing into a glass container before going back on the attack.

_The haze in his mind finally lifted as the glass cracked and liquid began to seep out. _

"But that's what you are, Ben," Sinister mockingly said. "What you've always been, nothing more than an experiment."

"That's where you're wrong, Sinister," Peter called out.

_He took stock of his surroundings as his mind remembered the capture, the painful surgery, the indignity of being treated this way, his genius dismissed…_

"He's a person, mister!" Peter yelled as he tried to swing over to punch Sinister but another arm blocked him. "He's not some carbon copy, he had his own life, his own dreams, hopes, all of it! You may have made him from me but guess what, he's turned into a guy I'm more than happy to call a brother!" Despite the fight, Ben couldn't help but feel his heart swell at the words of the original Spider-Man and intensified his attack.

Sinister actually yawned. "This is why I prefer working with DNA strands, far less tiresome to talk to." His hand pressed a button as panels swung open to let out large cannons. "I would have preferred your corpses kept in more decent shape but science is never pretty."

_His eyes snapped open and his jaw set as he reached out mentally to his friends, his constant companions, those being usurped by another. _

_ But no longer._

Peter was about to dodge a dive when suddenly the arm attacking him froze in place. All of them did, hovering in place. Sinister frowned, uncertain of what was happening himself. As one, the arms turned and swept toward the large glass pod nearby, flinging to use their power and smash it apart. Liquid and glass sprayed in all directions as the eight mechanical arms flowed to the being kneeling on the ground. They moved around him, attaching themselves to his midsection in easy steps, the four extra ones flowing to forge a makeshift belt that could lift the bearer up.

"Oh, dear," Sinister muttered.

"Oh, hell," the two Spider-Men said in unison.

His glasses were off, the thin pair of shorts not flattering on his body (which was slimmer than usual after so long in the tank) and his bowl cut was a soppy mess. But the rage on his face was clear as the arms rose upward to show Doctor Otto Octavius was not a very happy man. "You," he hissed at Sinister. "You…did this….to _me_?"

Sinister licked his lips before holding up his hands. "Now, Doctor, before you do anything rash, you should understand that science requires scarifies. Surely, as an equal, you can-"

"Equal?" Doctor Octopus snarled. "You call me an equal? You have no conception of what you are dealing with!"

Sinister smiled. "A second-rate genius who allowed his intellect to sink to being a third-rate villain?"

"Ooooh that was the wrong thing to say," Peter remarked.

Octopus narrowed his eyes. "Enough." With a speed that took Sinister by surprise, two of the arms shot outward to smash him in the chest. He gasped as he was pinned against his computers, another arm snaking out to wrap around his neck. Octopus moved on his other arms, glaring at Sinister. "I am Otto Octavius, little man," he hissed. "Whatever mastery of genetics you may have or believe you have…I am your master when it comes to much more science." The arm around Sinister's neck began to stretch. "Including…anatomy."

A pair of webs grabbed at his shoulders to pull him back. "Okay, Ock, believe me, we're more than willing to see the Cryptkeeper here get his head torn off," Peter stated. "But can we just calm down?"

Octopus spun to see them and frowned. "Two of you?" He shook his head. "No matter. This is between me and him!" He fired his arms out in wide sweeps and the two Spider-Men once more dived and leapt about to dodge them. Octopus moved toward Sinister again, his face scowling. "You preen and posture like you're the first to create life," he snapped. "I did more in university while you were plucking out skin cells from rats!"

Sinister drew his cape around him, the razor-sharp edges gleaming in the light. "You wasted your achievements and your intellect, Octavius, while I have used mine to the utmost."

Octopus slowly nodded. "You're right. I have. But no longer." The arms shot out once more at high speed, slamming into Sinister's chest and right out the other side. He gasped as he was lifted up, hanging on the metallic arms.

"Stop it, Doc!" Peter yelled but two arms snaked out, each pinning a Spider-Man by the throat and holding them up in place. Octopus glared at the gasping Sinister, then used the arms to slam him into one wall, then the other, twice more. Blood streaked the white face as Sinister withered in agony but Octopus' own features were impassive. "I should thank you, Sinister. You've opened my eyes. You're right, I have misused my gifts and wasted my intellect on petty battles and schemes. But no longer. The world shall know the true brilliance of Otto Octavius. Sadly, you won't be around to appreciate it."

With that, he set the two arms apart, a tearing sound filling the room as they spread out against Sinister's body. The scientist wailed in agony as he was literarily torn in half, blood and other fluids spraying across the room.

Octopus took in the remains, then turned to where the Spider-Men were still held in his grasp. He gazed at them both for a long moment. "I should kill you now," he stated. "I really should." He paused and shook his head. "No. No, I am tired of this game, Spider-Man. I have a new lease on life and I will not waste it on the petty rivalries of the past."

"Petty?" Peter gasped. "Wow…really know how…to hurt a guy…Ock."

Octopus sent the arms out to slam them into a wall, rattling them both. As they slumped, he moved to the nearest wall, the arms extending to clamp onto the surface and tear it off. The night air was chilly as Octopus moved out into it, the arms carrying him over as he exited to a new path of life.

Peter winced as he stood up. "So…let's review. The evil mastermind is killed after explaining how he's been messing with us for years, including impersonating the seemingly kind guy you counted as your only friend, Ock is alive and back with four additional arms and we're left holding the bag."

"Yeah." Ben paused before looking to Peter. "So….beer and buffalo wings?"

"You buying?"

"No money."

"How can you have no money? I figured out years ago to always keep cash in my belt!"

"Fine, fine, you pay."

"This is karma payback for all my past dates, I can tell."

* * *

"You sure about this?"

"I'm sure." Ben made sure his backpack was tightly placed on his motorcycle before moving over. He was clad in a pair of jeans and dark shirt, his hair still blonde and the beginnings of a scruffy beard. "The town can't handle two Spider-Men."

"I didn't say…"

"Come on, Peter," Ben smiled. "You're going back to it. We know it. Mary Jane knows it. It's what you are, you can't escape it. How many times have you tried to give it up only to come back to it? All that sense of responsibility Uncle Ben and Aunt May beat into us is as much our DNA as the spider bite. I won't call it destiny but it's what you are now, you can't escape it so you might as well embrace it."

Peter smiled softly. "You obviously took a motivational speaker course while you were touring the country." He nodded. "Yeah, I guess you're right. How about you? What are you going to do?"

"Well, never did get around to Los Angeles," Ben said as he put the helmet on. "I figured it'd be a good place to make a fresh start."

"Do me a favor," Peter stated. "You start going as the Scarlet Spider, change the costume? That blue top was horrible."

"Yes, couldn't match the beauty of the black outfit," Ben returned. He paused and hugged Peter. "Take care of yourself, ok? I'll call as soon as I'm set up so you can tell me when the baby's born."

"Course," Peter said, hugging back. "She'll want to meet her Uncle Ben." He backed up, smiling. "Good luck, bro."

"You too. Bro." Ben got on his bike and started it up. With a final smile at his twin, he took off, riding it down the road and toward the nearest highway.

Peter turned and walked back to the house, Mary Jane waiting on the porch. "He'll be all right," she said. "He's got your spirit."

Peter hugged her. "You sure you're okay with me going back to it?"

"Am I happy? No." Mary Jane brushed her hair back. "But it's no different than being the wife of a cop or a firefighter. You're doing what you have to do and I'll handle it." She smiled. "Your luck has held out so long, I guess I shouldn't give up on it."

He kissed her lightly. "I love you, baby." He rubbed her belly as he looked out at the road. "I got to admit, it'll be good back in the swing of things."

Mary Jane winced at the pun as she followed his gaze. "You think he'll be okay with his new life?"

"He will be," Peter said. "I'm pretty sure we haven't seen the last of Ben Reilly or the Scarlet Spider." He put an arm around her as they went into the house. "But come on. Right now, my spider-strength is needed to get the nursery done on time."

She smiled as she went with them and in the distance, a young man began the first step in a much broader journey.

* * *

The chamber, long silent, came to life as light flickered across the computer banks and overhead. The rumble of machinery began as the large container in the middle began to swirl with various chemicals within. It turned about quickly, a process done numerous times before but hardly routine. Soon, bones began to form, then sinews, organs and skin. It could be an agonizing process to watch so one can only imagine what it would be like to endure.

Finally, a figure burst out from the pool, gasping for air as well as yelling pain. He took a few heaving breaths to get his bearings before rubbing his eyes and flexing back his black hair. Finally climbing out of the pod, he examined himself in a waiting mirror, making sure everything was set. Finally, Mister Sinister gave a satisfied nod before moving to a closet to slide on a blue robe.

Transferring his mind to a newly cloned body was never easy but one had to make do for survival. It annoyed him that his experiment could come to such an end after all the years of investment but, _cest la vie_. He would just have to find something else to while away the time.

A dark smile came to his face as he made his way to a nearby container unit. He opened the key to slide the doors open, wisps of vapor coming from the refrigeration unit inside. Reaching in, he pulled out a container and studied the label. This….Ah, this had been an interesting work to say the least and perhaps it was time to check on the progress of that particular specimen.

_Stark, Anthony._

* * *

_ A mystery for another time. But first…_

_ In the deepest reaches of space, a dark threat is growing._

_ An army beyond our reason or understanding. Beyond the power of the galactic civilizations it threatens to crush. _

_An evil so immense, that against it, three sworn enemies will be forced to become allies._

_But even they may not be enough against the horror that is to be revealed._

"_Conquest Wave," coming soon. _


	6. Conquest Wave

**World Without X-Men**

**By Michael Weyer**

**Conquest Wave**

* * *

The roar of engines washed over the dusty hills of Marina V as the ship flew over them. It wasn't a large one but still stood out with its sleek hull and silver design to the plating. It flew over a few more hills before finally rising over one to a large encampment. Several huts were placed around, most built by the walls of the nearby cliffs, others in the open. Various beings were seen walking about, all sharing the same humanoid features and blue skin in a variety of armored uniforms, most white and green but a few darker colors here and there. Several looked up as the craft flew over them to slow down and lower itself onto a nearby pad. The rifles in their hands were tight as some soldiers moved over toward the pad as the doors slowly opened.

The figure exiting stood out anywhere. He was tall and broadly built with wide shoulders and contained a bearing almost regal in some ways but exuding sheer power. His uniform was mostly green, light on the main suit but darker in a sash going down his torso. A dark green cape billowed behind him. His wrists were wrapped in thick gauntlets with matching gloves, his boots a mix of green and white and a pouch-filled belt around his waist. In one hand, he held a huge hammer with one edge of it curved. His upper face was covered by a half-mask that showed his blue features but also bright and intelligent eyes.

Every Kree soldier bowed their heads respectively as all could see Ronan the Accuser had arrived.

The man nodded back to them as he stepped forward, breathing the tight air of the planet. He saw a figure coming through the crowd at him. His armor was thicker than the usual soldiers and dark crimson with stripes. "Ronan," he called out warmly. "You're early."

"Korath." A rare smile came to the Accuser's lips as he extended a hand. "It's good to see you again, old friend." The two Starforce comrades shook hands. "You should know by now it is far safer for an Accuser to not hold to any schedule."

"Indeed," Korath agreed as the two began to walk along, the soldiers falling in behind them. "What news from Hala?"

"Still in recovery," Ronan intoned. "The Shi'ar have been an aid but the devestation of the Nega Bomb will be with us for decades."

"It's still hard to believe," the soldier sighed. "Thousands of years of dominance ended. Millions of our people dead." He scowled. "And now the Shi'ar own what was once ours."

"I am not pleased either," Ronan scowled. "I am an Accuser. I have given my life and soul to the Kree, the heart of their justice. Now, our justice is under the control of those who have conquered us."

"It is what it is," Korath noted. "But you did not come here to discuss our hard times."

"No," Ronan confirmed. "We have been hearing more reports of attacks on distant parts of the empire. Three systems have fallen with no communications in or out."

"The Skrulls?" Korath asked as they made their way to the main encampment. "It would be like them to attack when we are at our weakest."

"Perhaps," Ronan stated. "But we've received no word from our spies that they're on the move." He looked about the camp, seeing the respective nods from various soldiers. "Have you received any reports yet?"

Korath shook his head as he led the way to a command bunker. Several technicians were inside, looking over communication banks as a holographic 3-D map of the solar system was hovering over a table in the center. "So far, it's been quiet in this sector. The colonists who had been in the area fled when the war broke out and have yet to return. We have thus been ordered to occupy this planet as a possible permanent base."

A lieutenant snorted as he gazed over the map. "It's not right. We're used as the cannon fodder while the precious Shi'ar stay safe at the core systems."

Ronan gave the younger man a sharp glare. "We lost the war, soldier. Like it or not, they are our…superiors now." He spat it out. "We must abide by their commands…for the time being."

The soldier was bowed as he stepped back. Ronan glanced at the map again, seeing the dots showing the various Kree vehicles and soldiers about. He narrowed his eyes as he saw the dots moving, doing a mental count. "Korath, what was the total soldier complement given for this camp?"

"228," Korath replied, confused.

Ronan turned to a technician. "Count all Kree life signs appearing on this map." Frowning, the man complied, his eyes widening at the result. "Current sensor reading is 227."

Korath and Ronan shared a concerned look. They immediately moved out of the bunker and into the camp area. "Soldiers! Fall in!" Korath called out. Confused, the Kree moved to comply, soon standing at attention in rows. Ronan gazed over them, his face hard. He lifted his hammer up and activated one of its special abilities, a shimmer of light falling over the troops. To their credit, they remained at attention as Ronan looked them over, his eyes automatically attuned to the stereographic readings his universal weapon was giving off to him. They fell on one figure in the middle of the squad. One whose outline did not quite match the form of a Kree.

Ronan lowered the hammer, his own eyes narrowing as he pointed it at the soldier. "You."

Every other Kree moved quickly out of the way, the soldier in question seeming confused. "Accuser? I do not-"

"Silence," Ronan snapped. "Reveal yourself. Or I shall do it for you."

The soldier stared back as his lips curled upward slightly. His body began to change, shimmering before warping about. The build became taller and broader, the blue features turning into dark green with a wrinkled chin and pointed ears. The uniform turned to a purple and black one with matching cap. One of the figures arms seemed to end in a huge orange rocky fist while the other crackled with flame.

"Kl'rt," Ronan growled under his breath.

The sound of weapons being charged was quite audible as every soldier aimed their rifles at the Super-Skrull. For his part, the warrior didn't seem at all bothered as he stretched out his shoulders. "Ah, that does feel better. Being a Kree takes such a toll." He smiled. "How are you able to stand with spines so weak?"

"What are you doing here, Skrull?" Ronan demanded.

Super-Skrull crossed his arms across his chest. "Merely seeing what you Kree are planning with your attacks upon our space."

"Attacks?"

"You plead ignorance? It's hard to tell whether you're being sincere or not, you Kree look stupid all the time anyway."

Korath growled but Ronan held up a hand to cut him off. "You're saying the Skrulls have also been attacked?"

The Super-Skrull nodded. "Yes. Our outlying colonies for now but we believed you were attempting a new push for further territory. You claim to know nothing of this?"

"I do not."

"And I should believe you why?"

Ronan scowled. "You question my honor?"

The Super-Skrull snorted. "Kree honor. Now there's an oxymoron."

Ronan's hand tightened around his hammer. "As if we are to believe anything you say. You're the spy here, Skrull." He turned his back. "If he moves or so much as twitches, cut him down," he called out to the soldiers, who seemed more than eager to obey that command. "I must contact the high command."

"Oh, you mean the Shi'ar?" Super-Skrull's voice became mocking. "After all, they're the ones who are truly in charge now, aren't they?" His lips turned up into a grin. "I'll let you in one major secret of the Empire, Accuser. For the last several months, we have been laughing ourselves sick watching you all. The proud and mighty Kree, turned into the lapdogs of the Shi'ar. There truly is justice in the universe.

Ronan gritted his teeth hard. "Mind your tongue, Skrull."

"Or what? Will you ask your feather-headed masters to loosen your leash enough to spit at me?"

Ronan stood silently for a moment, his head bowed. "Kr'lt….Know that you stand accused."

He whirled around and threw his hammer out, a blast of energy erupting from it. Super-Skrull was quick to throw up an invisible shield as he raised an arm to fire a trail of flame at Ronan. The Kree dodged it to swing another blast from his hammer.

The soldiers around them raised rifles but Korath spoke up. "No! This is the Accuser's fight!" They lowered them, backing up to give the combatants more room.

Super Skrull threw out a fist, his arm elongating to swing out twenty feet forward at Ronan. He rolled with the punch, grabbing the arm and yanking on it. Super Skrull was knocked off balance so Ronan could smash the hammer into his jaw. Snarling, the Skrull leapt forward, his body stretching to wrap itself around the Accuser. As soon as he was within range, he let his rocky fist fly out to punch Ronan repeatedly in the face. The Accuser pounded his hammer on the Skrull's back to loosen the hold, then generated a force field of his own to send Super Skrull flying out. He landed in a heap, quickly pulling his body back together to avoid a charge by Ronan, the hammer smashing the ground where he had been. Super Skrull fired another burst of flame, Ronan raising his hammer to deflect it. The two brought themselves up, ready to launch at each other once more.

"_Enough!"_

A pair of heated beams blasted from the sky, cutting right between the Skrull and Kree. The two jumped back in surprise before looking up. A figure slowly lowered himself downward, a muscular purple-skinned humanoid in a dark costume, red over the main body, boots and cape, black along his shoulders and a yellow symbol at his chest. Red gloves went all the way to his elbows and his head was mostly bald, save for a mohawk. His eyes still glowed red as he landed on the ground. "As head of the Imperial Guard, I declare a cease to all hostilities," Gladiator declared.

Super Skrull snarled at him. "This doesn't concern you, Strontian! This is between me and this son of a stagg here!"

"This is a matter of Kree justice now!"

"And the Kree answer to the Shi'ar Imperium," Gladiator coldly stated. "The Guard has been dispatched to see to our defenses on the rim worlds and your lack of communication has been a concern."

"What are you talking about?" Korath asked as he stepped forward, focusing on Gladiator as Ronan and Super Skrull continued to glare at each other. "Our communications are fine."

"Really?" Gladiator stated. "Then why have you not answered any replies from the high command for the last week?"

Korath frowned in confusion. "What are you…We have been in constant contact, with no interruptions! We have obeyed all orders given from above, even the ones I found foolish. I know we're not a vital outpost but to have us send nearly five hundred soldiers away…."

A long silence echoed as everyone took in what he was saying. "Oh, great Pama," Korath groaned in understanding.

And it was at that point that hell began to rain down from the skies.

Blasts of energy erupted downward, balls of flame that exploded bunkers and vehicles alike. Soldiers screamed as they were incinerated in place, others racing to move but the chaos of the attack was too sudden. Super Skrull instinctively threw out a large force field which ended up covering not just him but also Ronan, Korath and Gladiator, the trio crouching as the explosions raged about. Looking up, they saw a slew of craft flying downward, many recognizable as fighters but of a type none had ever seen before. A larger craft flew low over the area, the back opening to allow a horde of creatures to land on the ground. They were lizard-like, clutching rifles and other weapons which they immediately used to attack the Kree soldiers. Some tried to fire back but most were cut down in seconds.

"Are those…Badoon?" Korath asked.

"Impossible," Gladiator sniffed. "They do not have the capability to create such weapons!"

"Perhaps you'd best tell them that!" Super Skrull grunted as he backed up. He saw the troops begin to move in toward them, their rifles blasting against his shield and Super Skrull winced with each blow. "I can't hold this for long!"

Gladiator looked at another horde of soldiers being dropped off. These appeared to be creatures with skin of rock, one grabbing a hapless Kree and literally tearing him in half. Following them were what appeared to be squat insects emitting energy beams from their heads. "Kronan and Sidri Hunters?"

Korath's eyes widened as he saw the other reptilian forces fighting alongside the Badoon. "Snarks as well? What could bring them all together?"

Gladiator saw the horde coming forward and set his jaw. "Gentlemen…I believe a human saying is appropriate here. We either hang together or we hang separately."

The Kree and Skrull exchanged looks and then slowly nodded. Super Skrull dropped his shield and immediately fired flame from both hands as the attacking army came at them.

* * *

"Troops are on the ground, my Lord."

"Casualties?"

"Slow so far but resistance has begun."

"It matters not. Simply have them continue to press inward until we have this planet."

"Yes, my Lord."

* * *

Gladiator roared as he picked up a tank and threw it outward, smashing one of the troop transports to pieces. Beside him, Super Skrull was using his rocky fist to crush the head of a Snark as his other hand extended to create a flaming whip knocking troops back. Ronan was hurling his hammer left and right to smash anyone foolish enough to get near him. Having lost his rifle, Korath was now using his twin blasters to fire back, accompanied by the five remaining Kree troops who had managed to regroup with the super-powered beings. Surrounding them on all sides now were the horde of soldiers of various alien races who kept coming despite the growing number of corpses covering the dusty ground.

Ronan backed up to Korath as he let out a blast from his weapon. "Fighting alongside a Skrull and a Shi'ar," he muttered. "I always thought death would be preferable."

"I never thought I'd say this but you speak for me, Kree!" Super Skrull called out as he waved his hand. A trio of invisible force field popped the heads of three Kronan, spraying brains and rocky blood about. Gladiator emitted heat vision from his eyes to fry a pack of Sidri in their tracks as Ronan sent another blast from his hammer to drive several back.

"We can't hold out much longer!" Gladiator cried out.

"Forget about running," Super Skrull grunted. "Whatever else you can say about Kree, they're too dumb to know when to quit!"

"Unlike you, we believe in fighting to the last!" Ronan yelled out. "I'll take as many of them as I can-"

He was cut off by the loud roar of engines as a craft suddenly flew downward. It was small, silver-metal plating with one pair of wings sweeping toward the cone-shaped bow, the other sweeping towards the engines and a fin curving back toward the engines along the dorsal hull. Laser cannons erupted from its wings to strike the attacking armies, bodies ripped apart and scattered in all directions as the ship moved down.

"Is that…" Korath gasped.

"The _Starjammer."_ Gladiator closed his eyes as if in pain. "Wonderful. To be rescued by pirates, a shame to the Imperial Guard."

"At least a shame you can live with," Super Skrull pointed out as the ship turned around and landed before them. The cargo bay doors opened to allow a group of figures to emerge. In the lead, as always, was Corsair. Captain Christopher Summers was clad in his pirate-themed outfit, black pants, dark blue shirt and red vest with a bandanna about his short brown hair. Next to him was Hepzibah, the slim white-furred feline firing her pistols off. The huge form of the reptilian Saurid Ch'od was behind them, holding up a huge rifle. Raza was already leaping out of the bay, the sunlight glinting off his cyborg arm, leg and eye, his swords flashing as he cut down attackers. "Yon enemies are still easy to fall before mine steel!" he called out.

"Dammit, Raza, we're not here to fight them off!" Corsair yelled out as he fired his twin blasters. He looked to the aliens staring in surprise. "You want to come on board or keeping trying for the alien version of Custer's Last Stand?"

While having no idea who Custer was, the group could understand the meaning of his words. Korath quickly led the Kree soldiers onto the ramp as the Starjammers kept firing at the invading troops. Gladiator fired another blast of heat vision before glaring at Corsair. "You believe yourself immune to prosecution for your crimes…."

"Right now, I'm the only one who's got a ship able to get us out of here!" Corsair snapped. "So shut up and get on!"

"We can debate crimes later!" Ronan agreed as he made his way onto the ramp. He glanced at Super Skrull, who was firing another blast of heat and sighed. "I know I'll regret this later…but get on board or be left behind, Skrull!"

Super Skrull took a deep breath before throwing out his arms. The attacking hordes were suddenly driven back as if struck by a massive wave of pure force. Backing up, Super Skrull held the invisible shield as the rest of the Starjammers regrouped. The doors began to close and Super Skrull dropped the shield, wincing as he backed up. "Damn, hitting my limits." He quickly looked to Hepzibah. "You do not tell the Kree that."

She just smirked at him as Corsair bounded past them. "Waldo, get us up and out of here!" he called out. Ronan, Gladiator, Super Skrull and the rest of the Starjammers were quick to follow him up a ladder and the hallways of the ship. They passed the medical bay where Sikorsky, the insectoid physician, was already treating the wounded Kree soldiers.

"Just what business have you here, Corsair?" Gladiator demanded.

"We've been following the attacks for a while," the human explained as he made his way to the bridge of the ship, sliding into the pilot's seat. "We came across what was left of a few planets already attacked. The places were razed to the ground and what was left…" He shook his head. "Whoever is doing this is just scorching whatever is in their way, not caring about any resources left behind."

"Who is it?" Ronan demanded. "Badoon, Sidri, Snarks, they have nothing in common!"

"Not to mention at least a half dozen other species we've seen in other attacks," Cho'd said as he moved to the nearby navigation board, the others of the crew moving into their positions. The _Starjammer_ had escaped the planet's atmosphere and banked to the left. "Somehow all organized under…" He paused as he looked at a large blip on his screen. "That."

All eyes moved to the window and stared at the sight before them. The ship was massive, larger than most of the Shi'ar's most powerful fleet cruisers. It appeared designed after a massive sword, the sharp "blade" shining brightly under the reflection of the nearby sun, the arms of the "hilt" spread out as they approached it from the bottom. "I don't recognize the design," Gladiator frowned. He could see numerous smaller craft flying about, some heading to the planet, others starting to fly toward the _Starjammer._

"Evasive maneuvers," Corsair called out. "Waldo, start plotting a hyperspace course to the inner Shi'ar systems."

_"Affirmative," _the ship's artificial intelligence replied.

Ronan frowned. "We should make for Hala, we need to inform them…"

"The Empress will know of this first," Gladiator snapped.

"Just drop me off, I'll make my own way back to the Throne World," Super Skrull remarked. "And the less time I spend with all of you…"

"This is my ship," Corsair called over his shoulder as it banked upward, moving to an overhead view of the sword-shaped vessel before them. "I'll decide where we go and-"

It was at that moment that the top of the ship came into view and every mouth on the bridge went dry at once.

"Oh my God."

"Daast me…"

"In Pama's name…"

"Sharra and K'ythri have mercy…"

The top of the "sword's" hilt was raised, showing what appeared to be a bridge area. More notable was the massive form at the head of the ship's centerpiece. It was a massive humanoid figure clad in what appeared to be a dark purple costume with a giant helmet. He seemed to be merged within the ship, clasps of metal encasing him, leaving only his upper chest and face free, the arms spread out along the two sides of the hilt. Pumps and cables were formed around him, some piercing the face, which appeared to be in sheer agony, energy flickering in his eyes and open mouth and pouring into the wiring stretching across the sword-shaped craft.

"Galactus," Corsair managed to whisper. "They're…powering their ship…with _Galactus."_

Silence reigned as everyone tried to wrap their heads around the concept of one of the single most powerful beings in the entire universe not only defeated but used as an engine for someone else. It completely boggled the mind. Super Skrull just stared at the creature that had wiped out his home world held captive as Ronan had to lean on the wall to steady himself.

Waldo's voice was the only one not sounding stunned. _"Incoming fighters!"_

Corsair shook himself as he pulled on the controls. "Get us the hell out of here, Waldo!"

_"Hyperspace computations are not-"_

"Just go!" Super Skrull yelled. "We have to get to someone, warn…everyone!"

The ship shook as the incoming fighters blasted at it, sparks coming off a screen. "Waldo, just get the first track you can and go!" Corsair yelled. Everyone was too concerned over the horror they had witnessed to even care when the streaks of hyperspace came to life as suddenly, sanctuary seemed a very faint concept.

* * *

The wreckage spread for miles in all directions. It was clear whatever had been destroyed had to have been quite huge. The metal pieces flowed in various sizes, some as large as a sofa, others the size of a small moon. Seeing it all, one could be forgiven for thinking it had to have been an entire fleet that was destroyed, there was no way a single vessel could produce so much damage.

Norrin Radd knew differently.

Standing atop the board that was as part of him as his skin, the Silver Surfer slowly hovered through the wreckage, noting it all. He recognized it at once, a ship he had been in countless times over the long years of his life. Devices eons ahead of the most advanced civilizations floated in pieces along with engines designed to turn entire planets to rubble. To see it ripped apart like this seemed impossible but the Silver Surfer could not deny what he was seeing. Nor could he ignore the danger it meant to the universe.

"Surfer."

He turned to see a familiar figure flying toward him. Despite the vacuum of space, the staff in his hands blazed with fire from both ends, as did his hair and eyes. His skin was as orange as flame with a yellow suit covering most of his body. He paused in mid-air as he looked around him in awe.

"Firelord," the Surfer stated. "You felt it as well?"

His fellow former Herald of Galactus nodded. "Yes. I was visiting Xandar when it struck me. I flew here as soon as I could." He looked around once more. "The World Ship destroyed. How?"

"I do not know," the Surfer stated. "Nor of Galactus."

Firelord frowned. "He must be alive. Had he been destroyed, we would have felt it."

"If Galactus was destroyed, I dare say the entire universe would have felt it," the Surfer dryly pointed out. "He must live. But a force capable of capturing Galactus…"

"Is a power beyond any we know," Firelord finished. He looked at the Surfer. "So we both know our course?"

The Surfer nodded. "Yes. Whatever else, we know the role Galactus plays in this universe. Whoever has done this is unaware of the chaos he may inflict upon all life. We must find our former master and save him."

Firelord hovered closer, gazing out. "I can pick up a trail of his energy."

"We shall begin there then," the Surfer stated, moving his board in that direction. "Whatever the danger we face, it is nothing compared to what may come with Galactus subdued."

"You realize such a power may overwhelm us as well," Firelord stated as the two began to fly together.

"As will be," the Silver Surfer intoned as the two Heralds flew on their quest for answers.

* * *

"Enemy ship has fled into hyperspace, my Lord," a technician called out from the high-tech bridge. "Shall we pursue?'

"No," the figure standing at the raised platform answered. He was surrounded on all sides by holographic screens showing everything from the fighting on the planet below to other worlds also facing attacks by a bizarre alliance of aliens. The figure took it all in, the eyes behind his dark mask narrowed as he observed the progress. "Simply put the _Scimitar_ on course for the next target."

"Yes, my lord."

The man stood, arms clasped behind his back as he watched the galactic map in front of him. The red dots marked the worlds already claimed, a circle surrounding the core systems. He had been correct at the chaos of this time period, the Kree in shambles, the Skrulls scrambling and the Shi'ar too arrogant to even realize what was happening around them. By the time they realized, it would be far too late as his forces would be entrenched and prepared to move in.

He smiled behind his mask. It had been so easy, so easy to gather the power, the right aliens to advance in war technology and bring under his heel. As for Galactus, centuries of study and experience had been enough to catch the World Devourer unawares and capture him. With the power cosmic under his control, the resources he now wielded were greater than any force the pitiful civilizations of this time could battle.

Once they were under heel, he would then strike at his true target. All this time, he had wasted focusing on Earth when the true challenge was to take the galaxy itself. Then, when he did move upon him, those heroes, especially the Avengers, would at last know defeat.

And at long last, the 21st century would know the rule of Kang the Conqueror.

* * *

_ Once he was one of the greatest of all heroes. A founding Avenger, a brilliant inventor, a true armored hero._

_ Then he went mad, was used, and died trying to make amends. Replaced by a younger version of himself that tries to step into that role. _

_ But is all truly as it seems?_

_ Or can Tony Stark's journey not be as over as believed?_

_ "Iron Man: Reforged Part One" coming soon. _


End file.
